Penelope Parker: Spider-Man
by enCRYPTion5461
Summary: Penelope 'Penny' Parker was just your average girl who went to High School, but a spider-bite changed all of that. Now gifted with amazing powers and suffering a personal loss Penny chose to fight crime as the Amazing Spider-Man-despite being a girl. But with bad guys coming out of the woodwork will she thrive or die? Rated T for now and Female Peter.
1. A Day in the Life of Penelope

_**AU for obvious reasons with a female Peter, not just that but a lot of things will be different and will show as time goes on. And I don't own Spider-Man or any Marvel Characters so no suing please. Enjoy.**_

 _ **Chapter 01: A Day in the Life of Penelope Parker**_

A man with reddish brown hair had a frown while waiting at a cafe, checking the time on his watch, dressed in a well-groomed blue business suit. "Where is he?" Norman Virgil Osborn muttered in annoyance.

Norman was the infamous CEO of a company known as Oscorp Industries and was notorious for his cold, calculative and underhanded nature in doing business in the weapons and genetics department, trying desperately to unlock the key to human evolution.

A lot of people have tried to outdo him, one of them used to be Stark Industries before the CEO Anthony 'Tony' Stark grew weak and began to dismantle his weapons despite creating what Norman 'grudgingly' thought was one of the best weapons ever.

But he digress, with Stark out of the weapons business he was near the top his only competition being Hammer Industries, he wasn't worried as Justin Hammer was a complete idiot.

So that was why his 'special guest' has asked for him to meet here in this Cafe, although Norman was annoyed at the fact that this man would not show up on time. But he hid his annoyance well as due to who his 'guest' was he could easily reach the top of weapons development.

If there was one thing Norman hated, it was having his time wasted when it could be done working or telling that messenger from Fisk Industries to tell Wilson Fisk to shove it considering he was never going to sell his company to that neanderthalic fat lub of tar.

Looking up from his musings, Norman finally realized that the diner which was full of people was now extremely quiet. No one was around.

Checking behind him to see that even the waitress was gone, Norman turned back around only to see his coffee gone.

Giving a frown, Norman glanced back at the man in front of him. "Sergeant Nicholas Fury, so you finally showed up." He said his irritation showed with the man giving him a bored look.

"It's Director Fury now, Osborn." Nicholas Joseph Fury, a tall, well-built caucasian man in a blue SHIELD uniform that was basically 9-ply Kevlar mixed with beta-cloth, an eyepatch over his left eye, his dark hair that was gray on the sides slicked back. "I apologize for being late, but you aren't the only appointment I've had today."

Norman glared at Fury who glared right back. "So Director, what exactly do you want to speak with me about?" Norman asked, hiding his annoyance again in an attempt to be civil due to seeing the SHIELD Agents outside, no doubt listening in on this conversation.

Fury smirked, already knowing that Norman was annoyed and he enjoyed it a bit considering he knew how ruthless the man was.

It was that sort of ruthlessness he needs at this moment.

But then Fury got a serious glare. "Know this Osborn, everything I'm about to say is top clearance that most people in SHIELD need to be at Level 12 to know and if you utter a single word even in your sleep of what is said I will have you charged with treason and destroy everything you've worked hard to build," He said in a dark tone, showing that he wasn't kidding at all, there was a reason he was the new Director after all. "Do you understand?"

"Perfectly," Norman for his credit didn't look too phased. "I'm not stupid Fury, I'll keep my mouth shut, however I will be including one more scientist in this if I have to."

If Fury didn't have his interest before he did now, Norman knew all too well that SHIELD had up to 13 different levels of intel and only a handful of people was at 13, one of them sitting right in front of him.

So the fact that he was being given access to Level 12 clearance data almost made up for Fury wasting his time.

Fury just fixed his glare at Norman for that before giving a nod, seeing that he was serious as well as guessing on who that scientist was and slipped him a tablet after turning it on.

Raising a brow, Norman just glanced at it, his eyes bugging out due to the formula's. "Is this-?"

"What's left of Erskine's Super Soldier Formula," Fury leaned back, enjoying the shocked look on Norman's face. "The same formula that turned Steven Rogers into Captain America."

"I thought all of it was destroyed." Norman said giving Fury an accusing glance.

"You thought wrong," Fury didn't say anything more to that. "We had a SHIELD team making progress on it but the information on it was stolen and sold to Hydra, renaming it Weapon X."

"Hydra-fuck," Norman cursed at hearing that. "You let Hydra steal something like that?!"

He might not be a saint in his own company but Hydra was a terrorist organization spawned from the Nazi's in World War II that kept to the shadows these days.

"Not willingly I can tell you that much," Fury had a dark frown remembering how John Garrett was a Hydra Sleeper Agent who stole the info, he was killed by Fury himself but not before he transferred half the data. "But you know what this means."

"War is coming," Norman got the idea quickly. "All that is needed is for someone to light the match."

"And with Stark being Iron Man, SHIELD can't count on him making weapons," Fury stated, though he did have respect for Stark after everything the man went through. "Xavier won't involve his X-Men to this war, especially since he only has five students. What we need is Captain America."

"Rogers died taking the Red Skull with him." Norman pointed out, although he got an idea of what Fury wanted him to do.

"Which is why we need a new one," Fury stood up, walking to the Diner window. "Let me get this straight Osborn, I despise you and I'm certain that the feeling is mutual but you're the world's best leading Geneticist with a degree in Bioengineering that isn't in SHIELD at this moment and Banner is currently MIA after the Gamma Explosion."

"So you need me to crack this formula." Norman had a gleam in his eyes at the challenge.

This was it. This project will be the one to lead him to the top and make history as the one who cracked the mythical Super Soldier Serum.

"Yes but you screw me over and there will be nowhere you will hide from me," Fury warned darkly. "I'll be keeping an eye on you."

"Of course you will." Norman snarked, nearly making a remark about Fury needing it at the moment before he held his tongue.

Antagonizing the man at this stage will not do well for him.

Fury gave a nod and pulled out a Flash Drive tossing it to Norman who caught it. "Don't make me regret this."

"Don't worry Fury, I plan on making good on my end as long as you make good on yours." Norman said hiding a smirk.

* * *

That night, Norman entered a lab beneath Oscorp Industries as he saw a man in a white lab coat with a bowl-shaped haircut and goggles, working hard on a project that he had going on. "Octavius, how goes the joint project with Mr. Smythe?"

"It's going well Norman," Doctor Otto Octavius began, looking up at the man and taking the goggles off to look at him. "Smythe despite his young age is a genius with robotics, even more so with my tutelage."

"Good, but I'm going to have to reassign you to a different project soon." Norman said surprising Octavius.

"Norman you know this is my life's work."

"I'm not telling you to destroy it or to stop working on it, but I have another project one that I will be working with you personally." Norman stated, now earning Otto's curiosity.

"Oh?"

"Tell me, what do you know about Project Rebirth?"

"Only that the formula was destroyed with the death of Doctor Erskine." Otto said before Norman plugged the flash drive in and it came up. "Norman, how did you-?"

"Compliments of Nick Fury the Director of SHIELD." Norman answered smoothly. "You ready to get started?"

Otto smirked, leaving the project that was shown to be an unfinished metal tentacle on the workbench.

"Astounding." Otto muttered an hour later of looking into the project, a cup of coffee in his hand. "Erskine was definitely a man born years too soon."

"How long do you think it will take to complete it?" Norman asked looking at the screen as well while writing down some new formulas.

"If we're being optimistic two years at most." Otto answered his boss. "A year if we work endlessly."

"Then get ready to work until you drop," Norman said coldly, as whenever he wasn't running the company he was going to work on this project just as much. "We'll need some animals to test it on once we have a breakthrough."

"Any particular ones?" Otto asked knowing how Norman operated, with him copying the formula to paste it on his personal laptop and began making changes to it.

"Rats, Iguanas, Scorpions, Spiders," Norman listed various animals off. "I don't care, any of them."

The two got to working on the formula, but after a bit, Norman himself actually got tired of the silence. "So how was that Science Class you were teaching?" He asked a bit curious about that knowing that Otto took the summer off to teach it.

"As usual most of the children there were sent by their parents to get a break from them." Otto muttered in distaste before brightening up. "There was however one student that showed potential."

"Oh?" Now Norman had looked interested as it took quite a lot for someone to show potential with how picky Otto was.

"Yes a young lady, Penelope Parker-."

"Parker?" Norman stopped and looked at Octavius, causing the man to look up from the formulas.

"Yes, you know her?"

"My son is friends with a Penelope Parker, she's thirteen with brown hair right?" Norman made a mental note to look into her while Otto gave a nod, confirming it was the same person he was thinking about. "How did young Miss Parker catch your attention?"

"By asking me about some of my work in robotics," Otto said proudly. "She read my thesis from my college days and surprisingly understood all of it."

Norman frowned at hearing that.

It wasn't everyday someone like that came around.

"We'll keep an eye on her and hire her when she graduates if she still shows promise." Norman said making Otto chuckle.

"Duly noted." Otto erased a formula showing the Vita Rays and wrote down the idea of Cosmic Rays to see if it would work. "Speaking of your son, how is he?"

"Harry is nothing more than a disappointment these days." Norman stated coldly with no hint of regret. "I swear that boy takes after his mother."

Otto gave a nod and wisely dropped the subject.

 _ **~A Year Later~**_

"Alright you can do this," A skinny fourteen year old girl muttered, taking a deep breath with short brown hair and taped glasses covering her brown eyes.

She was currently standing outside of Midtown High School, dressed in simple blue shirt with a pocket that held a pen and blue jeans on, showing a nerdy look.

"It's just High School." Penelope 'Penny' Mayday Parker muttered, swallowing a lump in her throat.

She already knew she would fail with first impressions of the last road before graduation considering her family didn't have enough money to buy some better looking clothes, but she was happy with what she got.

"Penny, are you just going to spend all day standing out here?" A voice asked causing Penny to let out a small 'eep' before glaring at the guy who snuck up on her. "Man, why did Gwen teach you the look?"

"Because it's effective with you Harry." Penny deadpanned before smiling at one of her two best friends, Harry Osborn, a young man who was nearly the spitting image of his father, only with green eyes instead of blue, dressed in a white shirt and black jacket. "You ready for High School?"

"Why not, it definitely has to be better than Middle School." Harry gave a shrug.

Penny gave a small snort. "Anything is better than going to school with a mixture of small preteens and giant shaved gorillas." She remarked, making Harry chuckle.

"I suppose it is." Harry remarked before the third member of their little trio caught up to them, a blonde haired girl in an orange hoodie, holding two books to her chest. "Morning Gwen."

Gwendolyn Stacy smiled at him. "Morning Harry. Morning Penny, you guys excited?"

"Define excited." Harry drawled not too thrilled about school being back in session.

"Nervous is more like it," Penny told Gwen biting her lip. "I mean we just have four years left."

"It'll pass quickly." Gwen reminded her.

"So did you girls catch the news?" Harry asked with them walking through the front door. "Apparently Iron Man is doing a Charity event in New York in about two months."

"Really?" Penny asked in surprise. "Doesn't he live in LA or something?"

"When you're a billionaire, Italy is right around the corner." Harry said with a shrug before smirking. "Hoping to get a peek of your hero?"

Penny gave a glare, her cheeks going red. "Hey, I just think it's cool on how he was able to build the first model of the suit in a cave, I would love to ask about some of the stuff he made."

"True that," Harry said agreeing with her, turning to the blonde of the group. "You want to go Gwen?"

"You know how my Dad feels about heroes." Gwen said reminding them that her Dad was the Chief of Police and always thought that crime should be handled by the law instead of 'Superheroes'.

Harry winced. "Right, forgot about that," He muttered, brightening up when they saw a board. "Hey there's the Homeroom list, think we're in the same homeroom again?"

"Probably-." Gwen paused when she saw her name on one list while Penny found her's on a different one, Harry soon finding his. "We're separated?"

"Oh boy." Penny muttered, surprised by this as they already had their schedules with different periods.

But still it was already nerve-wracking just adjusting to High School without having to be separated.

"I-It's not the end of the world," Harry said a bit nervous now but putting on a front to act like he wasn't. "I mean we can still see each other after school."

"Yeah, with three hours to hang before we have to go home." Penny agreed with a nod before wincing. "Damn you're with Flash?"

Harry groaned at that.

Eugene 'Flash' Thompson was the Quarterback for the Middle School Football Team and would most likely be the Quarterback for the High School Team. Originally he was friends with the trio during Pre-K but he had a bit of a falling out with the group and became a distant bully, although his favorite target seemed to be Harry due to how he wouldn't hit girls.

"I'd worry more about you Penny, you're with Sally." Gwen said, making Penny pale.

Sally Avril was another of the popular group-a cheerleader that seemed to love messing with Penny, calling her washboard or geek, the classic Cheerleader vs Nerd.

"What about you?" Harry asked with Gwen checking again.

"Liz Allen." Gwen revealed making the two give light-hearted glares for different reasons.

Harry had a bit of a crush on Liz in Middle School, wanting to ask her out if it wasn't for the fact that Flash was dating her-although he has gotten over it recently while Penny felt that Liz was the nicer of the Cheerleaders and felt Gwen got lucky avoiding having a class with Sally.

"Hey what's with the looks?" Gwen asked seeing that.

* * *

Penny sighed while walking in the hallway after homeroom, feeling thankful that Sally didn't try anything too bad on the first day of school only to bump into someone, knocking some books to the floor. "Sorry." She apologized, stopping to help only to hear a familiar chuckle.

"That was on me, Sis." Penny's head snapped up to see a blond haired young man wearing a black jacket with a white shirt on underneath it. "How's it going?"

"Eddie?" Penny asked in shock, her face turning a shade of red, embarrassed by running into someone who was practically her brother. "W-What are you doing here?"

Eddie Brock Jr. gave a mock frown. "Now is that anyway to treat your old friend?" He asked shaking his head. "I'm hurt."

Penny knew he was kidding from the grin he had on his face. "I meant what are you doing in school? I thought you graduated. Heck you chose to go to college in Florida."

"I did but I transferred here for my last year and Doctor Connors asked for me to speak with Mr. Warren about something." Eddie explained to the girl who was like a little sister to him.

"Doctor Connors?" Penny asked, her eyes wide. "As in Doctor Curt Connors one of the world's leading experts on genetics behind Harry's Dad?"

"The very same." Eddie said with a chuckle now having everything picked up before he smiled. "In fact the reason for the meeting is to ask Dr. Warren to keep an eye out for some students who would be good interns for Doctor Connors, you have him don't you?"

"Y-Yes." Penny's breath was hitched at the thought of this, knowing what Eddie was giving her the heads up for.

If she impressed Dr. Warren she might be recommended to be an intern for Dr. Connors.

That would be an amazing opportunity.

"Remember, you didn't hear it from me Sis." Eddie said giving a stern look.

"Hear what?" Penny asked innocently, earning a laugh.

"Exactly." Eddie said clapping her on the shoulder before leaving with a wave. "Hey tell Aunt May and Uncle Ben I said hi."

"Tell them yourself when you visit." Penny called after him with a fond smile.

Eddie was pretty much a part of the family in all but blood as both Penny's and his parents were on a plane that crashed, leaving Penny with her Aunt and Uncle while Eddie looked about ready to grow up alone-or rather he would've if the Parkers didn't adopt him due to being close friends of the Brocks.

So with that she walked around the corner only to see the sight of Harry being held against the locker by a blonde teenager wearing a red jacket and blue jeans. "Seriously Flash? It's the first day of school!" Harry complained to the jock, a little miffed by this.

Usually he would have no problem punching Flash, but Harry was warned by his father to not cause any trouble that would involve him being phoned, so he had to forget that idea.

"What can I say, I missed the quality time we had Harry." Flash said with a smirk.

"Hey!" Penny approached the pair with a glare. "Put him down."

Flash just gave her a glance, not even intimidated before his smirk got bigger. "Aw do you have to rely on your girlfriend to help you?" Flash taunted Harry earning a glare from both of them. "Wow, how pathetic."

Then Penny smirked. "Hello Mrs. Darrel." She said making Flash tense as that was the name of his homeroom teacher and spin around, letting go of Harry to see-... Nothing.

It took a split second for the jock to figure out what just happened and he turned to see Penny between him and Harry giving him a look.

As they stared each other down, Penny swore she saw what looked like an old bruise on Flash's cheek, but he turned away before she could be sure.

"Tch, whatever." Flash muttered shaking his head while he walked off.

Once he was out of sight, Penny turned towards Harry who was still on the ground, looking down. "You alright?" Penny asked holding a hand out to help him up.

Harry instead pushed himself up, ignoring the hand. "I'm fine," He said, although there was a tinge of annoyance in it. "I could've handled that."

That surprised Penny who gave him an incredulous look. "Hey I was just trying to help." She said to him, not getting why he was annoyed.

"I didn't need any help," Harry muttered, not even looking at Penny with an embarrassed expression on his face. "It was just Flash being an asshole."

He walked away without another word at that point, leaving Penny to give him a worried look wondering what that was about before the bell rang, bringing Penny to realize that she would be late if she didn't move.

* * *

Around lunch time, Penny was poking her food a little disheartened due to how Harry or Gwen weren't in the Cafeteria-although given the food they were serving she wouldn't blame them.

"Man and I thought Aunt May's Meatloaf looked bad." Penny muttered in a joking tone.

"Don't let her hear that," Gwen's voice surprised Penny who looked to her left to see the blonde giving her a weird look. "Something wrong?"

"Nope," Penny said hiding her relief at seeing one of her friends at the moment. "Had a happy surprise with running into Eddie earlier."

Gwen's eyes widened. "Eddie? What was he doing here?"

"Wouldn't say, something about business with a teacher." Penny said a brief flash of guilt for lying to her friend but she knew Eddie wasn't supposed to tell her for a reason. "I told him that he should visit now that he's back in New York, Aunt May and Uncle Ben would be thrilled to see him again."

"The only person who wouldn't be thrilled would be Flash." Gwen commented earning a chuckle from Penny.

"Given how Flash wouldn't go near Eddie again after destroying our friendship that's no surprise." Penny said remembering that day clearly.

But then her mind flashed back to the bruise on Flash's face and she gained a concerned look.

When they were still friends, there were times when Flash had injuries with no explanation but would always keep the conversation away from them until one day he just started picking on other kids.

' _Maybe if I just confronted him about that he would've been here still being our friend._ ' Penny thought before Gwen snapped her fingers in front of the girl making her blink.

"Okay spill, what's wrong?" Gwen asked a bit worried.

Penny bit her lip a bit unsure about telling this to Gwen, especially in school where anyone would overhear before deciding to say something else that was bothering her. "Oh Harry was a bit cold earlier because I stood up to Flash who was messing with him." She said with a frown while Gwen raised a brow.

"Penny you can be so oblivious sometimes." Gwen muttered under her breath.

"Hm?" Penny looked towards her in confusion, not hearing what was said.

"Harry will be fine after school," Gwen said already knowing how it was as she also stood up to Flash for him at times. "You know he's prideful."

"Right." Penny looked a bit sheepish at that, truthfully forgetting that part.

* * *

Penny had a smile on her face with school letting out, so far it hasn't been a bad day.

Sure there was the cold shoulder with Harry earlier but it was still an enjoyable day and today she'll be working on her father's formula when she got home-.

As soon as Penny finished going down the stairs, ice cold water poured over her causing for her to drop her books in surprise while her clothes stuck to her skin, her glasses falling off.

"Oops sorry Parker," Penny looked up to see Sally giving a smirk at her, an empty bucket in her hands. "You looked like you could use a drink."

Penny gave a glare, although her eyesight was blurry due to her glasses being on the floor now.

"Ooh be careful or your face will stay like that," Sally laughed at the glare before putting a finger to her chin in mock thought. "Then again it might be an improvement."

With that said, Sally left with a laugh while Penny sighed and picked up her glasses and now sopping wet books. "How is it I can stand up to Flash for my friend but I can't stand up to Sally?" Penny quietly questioned herself kicking herself for thinking that maybe for once Sally wouldn't have tried anything.

Hearing an AC-DC song coming from her pocket, Penny took her phone out to see a text from Harry asking where she was at, reminding her that Harry and Gwen were waiting for her to hang out in town that day.

But instead, she typed that she had to make a rain-check, saying that her Aunt and Uncle just called.

She paused before sending it with a sigh, she'll make it up to them tomorrow.

* * *

Harry looked surprised when he got the answer from Penny. "Huh."

Gwen looked over and saw the message due to how Harry was making no attempts to hide it. "That's weird for her."

"Hey do you think she's angry at me for earlier?" Harry asked as Gwen talked to him about it earlier.

"Probably, but Penny isn't usually angry about stuff like that," Gwen said sounding a little worried. "She seemed distant at lunch too, then again it could be because Eddie is back in town."

That surprised Harry. "He is?" He asked not expecting that, although it would explain why the Parkers called Penny home if her adopted brother was back.

Then Harry smiled.

"Think we can all get together then like old times?" Harry asked with a grin as before Eddie graduated he hung out with them.

"That does sound like a good idea," Gwen said a smile on her face before raising a brow. "Although old times? Really?"

Harry felt himself turn red. "What? It feels like it's been too long." He protested despite her chuckle.

"You're right, it has been." Gwen agreed, thinking back on it before a smile filled with mischief crossed her face.

On seeing that, Harry grew wary. Years of friendship with the blonde had him on edge with that smile.

"So you and Penny are still going to that charity event that Tony Stark is throwing?" Gwen asked innocently.

"Maybe." Harry responded, having a feeling on where this was going.

"So is this your way of asking her out?"

Harry went silent, placing a hand on his face. "I should've never told you about this." He muttered as last year when he got over Liz he began to feel something for Penny, one of his best friends.

So he went to Gwen for advice, something he wish he could take back.

"Harry it's pretty obvious even Kong was able to see it," Gwen commented a bit amused but she had a kind smile. "Come on, you and Penny would look cute together."

"I'm not having this conversation." Harry denied placing his hands on his ears. "La-la-la."

Truthfully he just didn't want to screw up his friendship with Penny so he kept quiet about it.

"At least just give it a shot, it doesn't even have to be a real date, more like a practice one," Gwen suggested despite Harry not wanting to talk about it. "Just try and get a feel for it."

"Maybe I will when you ask Hobbie Brown out." Harry returned, surprising Gwen as she looked away, blushing.

"T-That's different." Gwen tried to deny while Harry chuckled.

"So you say."

* * *

"I'm home." Penny called out, her clothes partially dried during the walk from Midtown High to Queens, New York.

"There she is." A forty year old man with brown hair turning grey said, a smile on his face while reading a paper, a pair of reading glasses on. "How was school?"

"It was fine Uncle Ben." Penny said, taking her shoes off.

Benjamin Parker raised a brow, noting how her clothes were wet. "Weren't you supposed to be in the city with your friends?" He asked curiously.

"I was just tired from school, you know how it is on the first day." Penny said with a shrug, although Ben gave her a look of disbelief. "So where's Aunt May?"

"I'm in here," A young woman in her late thirties poked her head out of the kitchen, with black hair on the verge of turning grey like Ben's. "Did you walk by yourself today?"

"I figured it was a beautiful day." Penny looked away while Mayday Parker met Ben's eyes before he tilted his head causing for May to give a nod.

"Penny do you want to help in the kitchen? I'm making some banana bread." May offered earning a smile from Penny.

"Who'd refuse an offer like that?"

"Not anyone who's sane that's for sure." Ben quipped, happy that whatever was bothering Penny seemed to be forgotten for the moment.

"I'll meet you in the kitchen in a bit Aunt May, I just need to put my bag in my room." Penny promised, walking past them. ' _As well as put on dry clothes._ '

Both adults waited until she was upstairs before Ben sighed. "Think it's that Sally girl again?"

"I know it's something and I don't like it." May remarked a worried look on her face, neither of them aware that Penny was listening right at the top of the stairs. "Penny is such a fragile girl."

"Hey Penny is a smart girl, she knows she can tell us anything May." Ben said with a warm smile.

"You're right." May sighed, giving a nod to Ben. "But I can't help but worry."

"She's practically our daughter, of course you'd worry."

Penny stopped listening at that point and headed to her room.

* * *

That night after dinner, Penny was in the basement where her makeshift lab was dressed in a red shirt and grey sweatpants, formula's on the chalkboard along with beakers and vials, while she looked over the formula left by her biological father Richard Parker.

It was a formula to create, if her father was right, an adhesive bond that would be ten times stronger than glue itself and possibly cement if Penny can finish it.

This was the whole reason she started to get into science, to finish the formula that her father started and maybe if she played her cards right she could make money off of this and make sure that Aunt May and Uncle Ben can live a good life.

"Carry the one," Penny muttered underlining a certain formula while erasing another equation. "No, no definitely not."

A knocking, caused for Penny to stop in surprise as it was coming from the door leading from the basement to the backyard.

"Penny you in there?" Harry's voice came through.

"Harry?" Penny walked to the door and unlatched it to show the Osborn scion there. "What are you doing here?"

"What? I can't swing by to see a friend?" Harry joked with a grin, causing for Penny to cross her arms, an amused look on her face.

"You know if Uncle Ben knew there was a boy down here with me this late he would have his gun ready right?" Penny quipped, seeing Harry's face pale a bit.

"Didn't think about that," Harry muttered, earning a laugh from Penny before he whistled, seeing the lab. "Man you must have more science stuff in here than Dad does back home."

"I aim to please," Penny quipped turning back to the formula as Harry closed the door behind him. "So what do I owe the pleasure of the impromptu visit?"

"Do you have your phone on you?" Harry asked surprising Penny by the question. "I texted you a half hour ago saying I was on my way."

"Oh, sorry I usually turn it off whenever I'm in here," Penny apologized sheepishly, tilting a beaker into a vial to mix two chemicals together. "I need to have some safety measures after all."

"I see," Harry said never realizing that, but then again he never really went into Penny's home-made lab before considering he wasn't much of a science person. "So what are you working on?"

"A formula Dad never finished, I'm hoping to crack it," Penny said giving a grin that faltered a bit. "Hey sorry for missing out on hanging with you guys earlier."

"It's fine there's always tomorrow." Harry said showing that there were no hard feelings about that.

Penny gave a nod, feeling some relief. "Yeah, tomorrow." She agreed before pointing to another beaker by Harry. "Mind handing me that?"

Harry shrugged and did so, stepping back while Penny continued working. "Hey are you mad at me?" He asked a bit hesitantly.

Penny blinked and placed the beaker down. "Mad at you? For what?"

"You know, the thing with Flash." Harry rubbed the back of his neck. "I shouldn't have sounded so annoyed with you when it was just Flash I was annoyed at."

"Hey look at it this way, Flash is only famous in his own mirror." Penny quipped earning a snort from Harry at the ridiculous joke. "On a more serious note, I'm not mad at you so don't worry."

Harry smiled a bit and went quiet while Penny went back to her work, his eyes wandering around the lab before he saw a picture.

It was one that showed Penny with her parents, her Aunt and Uncle along with Eddie and his parents, Harry, Flash and Gwen with her father on a picnic in Central Park.

But he stared more at how happy Penny, Eddie and Gwen were with their family while remembering how his Dad was. ' _Must be nice having a family that cares._ '

"Harry?" Penny's voice brought Harry back to the present while she looked curious. "Something wrong?"

"No." Harry said after a moment, not wanting to bring his thoughts up as he saw Penny give him a worried look before he sighed. "But I want to say sorry about the whole incident with Flash anyways."

"Wow, you're apologizing?" Penny asked in surprise.

"Hey just because Norman Osborn doesn't apologize doesn't mean I can't." Harry crossed his arms and looked away.

"How is your Dad by the way? I don't think Gwen or I ever met him." Penny was curious about that while Harry shrugged.

"He's been working a lot this last year, even I rarely see him." Harry's answer caused for Penny to wince at the obviously sensitive subject before she decided that she wasn't going to be able to focus and closed her book.

"Hey you wanna watch the Tick?" Penny asked surprising Harry.

"You still watch that?"

Penny shrugged. "It's funny and what other show uses a spoon as a weapon in one episode?"

Harry just gave her an amused look before she turned the TV in the basement on.

 _ **To Be Continued…**_

 _ **Alright let me get some things straight.**_

 _ **First off I'm using the original Fury, nothing against the Ultimate Fury or Samuel L. Jackson but he's been used way too many times in fanfics that barely anyone remembers the original kickass soldier and showing many mentions of various characters like the X-Men, Iron Man, Hydra, Captain America and the Hulk-the Fantastic Four don't exist yet.**_

 _ **Secondly yes Penny hasn't been bitten yet so no Spider-Man yet-it will be explained on how she gets called that despite obvious reasons-but that might change in the second or third chapter.**_

 _ **Eddie Brock was adopted by the Parkers after the death of his and Penny's parents thus making a closer relationship between those two. Flash used to be their friends and yes he's being abused as that much is obvious-it's canon in the Earth-616 comics with his father a cop being the abuser, it will be explored upon later.**_

 _ **Aunt May and Uncle Ben are in their forties due to the fact that it's kind of unrealistic for them to be so old with Penny just being a teenager.**_

 _ **Now Penny here is different from Peter Parker despite being the same person just a different gender. She's a bit more confident due to how Flash never picked on her-hey he might be a jerk at the moment-albeit one with a good reason-but he never hits girls so she has no trouble standing up to him for her friends. The same can't be said when Sally's involved for obvious reasons.**_

 _ **And yes Harry has a bit of a crush on Penny, just ship-tease at the moment may not turn into anything. I have some plans despite making this up as I go along so be sure to look forward to that and there will be a lot of drama because she is still Spider-Man, it comes with the package.**_

 _ **So tell me what you think.**_


	2. Setting the Pieces

_**Chapter 02: Setting the Pieces**_

Norman frowned, looking over the various animals they injected with the serum he and Octavius created, dubbed the Oz formula due to how while it was like the super-soldier serum in the beginning the changes have made it much more potent.

But he only had animals tested and there weren't enough satisfactory results to condone human testing and he knew that if he even tried Fury would be on him shutting his research down while taking the results.

Still the fact that the two animals, a green scorpion that was sedated due to how it kept breaking out of containment and a big red and blue spider that sat in its cage, looking right at him with the eight eyes, survived and thrived intrigued him.

' _Is it just arachnids that are affected?_ ' Osborn mused looking at the two specimens, he was planning on moving the spider to another location due to the fact that if the scorpion got loose again it would no doubt try to eat the spider and he rather not lose any of his research.

Norman barely flinched when a metal tentacle tentatively picked the scorpion in front of him up. "More tests Octavius?" He asked seeing the scientist now wearing a metal harness that allowed for him to use four metal tentacles for his tests.

It was because of Octavius that there were no incidents with the scorpion breaking out as the tentacles were able to subdue it pretty easily, being made of Titanium.

"I find myself intrigued with this one," Octavius elaborated, dropping the scorpion in an adamantium cage they prepared specifically to hold it. "I still don't understand your fascination with the spider considering the scorpion is its predator."

"There's something different about the spider, while the scorpion is able to break out, theoretically the spider can as well." Norman said with a frown as at one instant they came in with a cracked cage for the spider. "Yet it doesn't, almost like it's waiting."

Octavius just raised a brow at that. "You think the Oz formula enhanced its intelligence?"

A few years ago he would've scoffed at the idea but with how strange the world was getting it wouldn't be the weirdest thing to happen.

"Perhaps," Norman had a frown, his curiosity peaked with the spider. "Have you ever heard the story of Arachne?"

"The woman that Athena turned into a spider because she beat her at being a spinstress?" Octavius had a dull tone, not being a fan of mythology but knowing the basics.

Norman went to say more only for a beep to interrupt him. "Osborn here." He said bringing his phone up to his ear.

" _ **How's the progress?**_ " Fury's voice came through.

"We're moving at a big rate," Norman answered, turning away from the spider with a frown. "Only one specimen survived though."

That surprised Octavius who looked at him with a raised brow, wondering what Norman was playing at.

" _ **Funny, I was aware that there were two.**_ " Fury didn't sound amused while Norman smirked coldly, knowing that the man most likely hacked his files, making a mental note to have future ones about the spider as paper files.

"The spider specimen was destroyed due to the scorpion breaking out again, it's currently sedated inside of an adamantium cage for us to work more on discovering the effects before we approach you about the possibility of human testing, possibly adding a little gamma-."

" _ **Absolutely not,**_ " Fury cut him off, a narrowed eye at the thought. " _ **We are not risking another Hulk running around if you play with Gamma Radiation.**_ "

"I'm not going to make the same mistake as Banner-." Norman went to say but Fury didn't want to hear it.

" _ **Osborn if I even catch a hint of you fooling around with Gamma Radiation the deal is off.**_ " Fury warned while Norman gritted his teeth. " _ **Are we clear?**_ "

"Crystal."

" _ **Good, I'm going to send Agent Coulson to get some results tomorrow,**_ " Fury told him surprising Norman. " _ **So be ready.**_ "

With that, Fury hung up while Norman put his phone away. "Lying to Nick Fury? Now that's quite the surprise there." Octavius said carefully, not sure if he wants to know.

Having Plausible Deniability if this goes south would be a good option to have.

"Keep working on the Scorpion, but anything else we use the Oz formula, for keep on paper only, we're not going to risk SHIELD hacking us anymore." Norman ordered while looking at the spider. "And be ready to sedate the spider because I'm moving it to my personal lab."

* * *

Penny was humming to herself while working on her notes during lunch, it's been close to a month since school started and so far things have been going pretty well.

Especially Mr. Miles-or as he preferred to be called Doctor Miles with her being one of his top students in answering just about every question in science-it did give her a bit of a reputation as a 'Teacher's Pet' but it was a small price to pay for impressing the man to be one of the chosen students to intern with Dr. Connors.

"Man I'm starting to think you're obsessed with that." Harry commented, sitting across from Penny.

"In a mad scientist way or just crazy obsessed?" Penny asked earning a deadpanned stare.

"Why would that part matter?" Harry asked shaking his head.

"Because if I'm the mad scientist type at least I have a chance at taking over the world." Penny joked.

"What's this about taking over the world?" Gwen asked sitting next to Penny just hearing that last part.

"Oh just letting Pinky in on my plan." Penny commented in her best Brain impression.

"Why am I Pinky?" Harry asked in disbelief.

"Cause I'm apparently the mad scientist," Penny answered immediately. "So that makes me the Brain."

"I'd say you're more Wacko." Gwen inputted, Harry giving a laugh at hearing that.

"Alright, Dot." Penny returned, a grin on her face before they all dissolved into laughter.

"Wow, this conversation got way off track." Harry shook his head at how easily distracted they are. "But my point still stands that you're being obsessive about that."

"Meh could be worse," Penny returned closing the notebook. "At least I'm not going Gollum on anyone."

"If you start calling that your precious I'm tearing it up." Harry warned lightly with Penny sticking her tongue out in retaliation.

"Harry does have a point Penny," Gwen told her. "It's not going anywhere."

"Yeah I suppose." Penny muttered knowing they were right about it before giving a grin. "But what scientist isn't obsessed with their work?"

Both of them sighed, giving her that.

"Speaking of scientists, did you see the News this morning about Reed Richards?" Gwen asked earning Penny's complete attention while Harry looked her way with a raised brow, not really all that interested but was curious in what happened.

"No what?" Penny shifted in her seat wanting to know.

Gwen gave a grin. "Apparently he and the infamous Victor Von Doom are doing a joint project together, something about studying the effects of Cosmic Radiation." She said earning a look of awe from Penny.

"Cosmic Radiation?" Harry looked between the two feeling left out due to how he wasn't that into science like the two of them. "Okay let's pretend I don't know what that is."

"It's a source of background radiation that originates from Outer Space," Penny began to explain, her face lighting up at the thought of this. "The Earth's magnetic fields helps change the amount that actually makes it to earth thereby protecting us."

Harry gave a nod, understanding a little of that from the explanation. "Sounds dangerous."

"It is." Gwen agreed at that. "It's right behind Gamma Radiation in terms of dangerous research but it hasn't been banned like that."

"Gamma-I heard Dad complaining about that a month ago," Harry said his mind flashing back to when Dad was speaking to one of his scientists on the phone about the secret project, something about hating that they were limited to the types of radiation they can use."

"Yeah it was banned after the disappearance of Doctor Bruce Banner," Penny commented thinking back on that. "It's a shame too, I wonder what happened to him."

"I'm sure he'll turn up," Harry said hoping to change the conversation to something where he wouldn't sound like an idiot that the girls would enjoy. "So how's Eddie doing?"

"Truthfully I haven't seen him since I ran into him last month," Penny gave a sigh while she crossed her arms in thought. "I called but he said Doctor Connors has been keeping him busy-."

"Wait, Doctor Connors?" Gwen asked in surprise. "Doesn't he work in a lab at Empire State University?"

When Penny gave a nod, Harry grinned. "So why don't the three of us visit him there then?" He asked liking the idea. "I mean, none of us have seen him all that much so it would be fun."

"I'm down with it." Gwen said liking the fact that she would be able to meet Doctor Connors as well as see Eddie again.

"I don't know, Eddie did say he worked there so we might interrupt something," Penny wasn't so sure about this, but she knew she was outvoted in this matter so she smiled a bit mischievously. "Should we bring a camera to take a picture of his surprised face?"

* * *

"So this is ESU," Harry commented a few hours later with the three teens walking on the campus, visitor tags on their shirts. "To think we might be here in a few years."

"We just started High School." Gwen said looking at him.

"Dad keeps mentioning ESU to me whenever I see him, how can I not think about it?" Harry asked with both Gwen and Penny exchanging looks at the annoyance in his tone when he mentioned his dad, but Harry continued. "But still it is something to think about, any ideas what you girls want to do?"

"I want to be a Police Officer, but Dad laid down the law when he learned that." Gwen said dryly remembering how she was threatened with being grounded for life if she even tried to join the force.

"Why not be a scientist?" Penny asked in surprise as that was what she was going to do. "You're smarter than everyone in the school."

"That's your dream job Penny," Gwen reminded her. "I want to find my own."

Penny shrugged, getting that a bit. "What about you Harry?" She asked a bit curious in what he wanted to do.

"I want to play Football," Harry said surprising the girls. "I know most of the team is Flash and his friends but the way my grades are it's the only way I can get a scholarship."

"That's not true, you make good grades." Gwen said in surprise.

"Gwen, I barely make C's and the occasional B's." Harry deadpanned to her. "Not exactly scholarship material."

Gwen frowned a bit, gaining a sneaky idea. "Then why don't Penny or I tutor you?" She asked making Harry's head snap up at her, seeing through what she said while Penny blinked considering that.

"It could work," Penny said thoughtfully, not seeing the glare Harry had while Gwen smiled innocently. "What do you think Harry?"

"I-I'm good." Harry said not wanting to be in this type of situation before the three heard a chuckle.

"You have two girls offering to tutor you and you deny it?" Eddie was leaning on a wall nearby as they entered the hallway, an amused grin on his face. "Wow Harry, I didn't know you were like that."

"That's not what I meant." Harry snapped a bit making Eddie laugh with Gwen giggling.

Penny however blinked before she realized the implications about that and blushed a bit trying to get her mind out of the gutter.

"So what are you three doing here?" Eddie asked curiously, pushing off the wall to walk towards them. "Isn't it a bit early for you to be exploring colleges?"

"We came to see you bro," Penny said running up to hug him along with Gwen, after they backed up Harry offered Eddie a fistbump that he accepted. "You haven't even visited Aunt May and Uncle Ben yet."

"I told you, the doc kept me busy." Eddie said and that was when Penny noticed the shadows under his eyes. "Along with taking classes I barely have time to sleep."

"You are sleeping right?" Gwen asked seeing the signs along with Penny, looking worried for him.

"Would I be here if I wasn't?" Eddie quickly changed the conversation. "So how's High School?"

"It sucks." Harry said before Gwen or Penny could say anything earning looks from the two. "What? It does."

"I know what you mean," Eddie said with a chuckle no doubt remembering his time in high school. "Is Flash still bothering you Harry?"

"No." Harry said not wanting to bring Eddie in on this as he knew that Eddie and Flash now despise each other.

Penny coughed a bit, the noise sounded suspiciously like 'bullcrap' making Eddie frown.

"I can handle it, thanks Eddie." Harry said a bit hastily giving Penny a look.

"If you say so." Eddie said accepting that, but making a mental note to keep an eye on Harry just in case before he heard his name being called and turned to see a blonde haired scientist walking towards them. "Oh hey Doc."

"Eddie, just call me Curt." Doctor Curt Connors said with a chuckle, looking from him to the three teens. "Visitors?"

"Practically family." Eddie responded to him. "This is Penelope Parker, Gwendolyn Stacy and Harold Osborn."

"Penny/Gwen/Harry." The three said at the same time preferring their nicknames rather than their actual names.

"Ah, I've heard about you three." Curt said surprising them. "My colleague Dr. Warren is your teacher so he told me about two of his top students were."

"That explains Penny and Gwen, but how do you know me?" Harry asked in surprise.

"Norman is the one who funds ESU's research." Curt said making Harry sigh.

"Of course, that explains it."

Deciding a change of conversation was in order, Penny held out her right hand. "It's nice to meet you Doctor Connors-," She stopped seeing he seemed to be missing a left hand. "... Awkward."

Curt however smirked and pulled his sleeve up to show he still had his hand to shake Penny who now looked relieved. "Sorry, I like doing that to people I meet," He apologized, Harry giving a snicker while Eddie looked amused having been in Penny's shoes when he met the Doc. "It's a pleasure Miss Parker."

"Hey Doc, you want to give them a tour?" Eddie asked with a grin. "Since they're here and all."

"I don't see any harm in that." Curt said with a shrug, walking back to his lab with the teens in tow behind him.

Pretty soon they were in the lab where they saw another scientist-this one with red hair writing on a clipboard while sitting at a desk. "Curt there you are, the reptiles are really showing some strange symptoms-." She stopped at seeing the others. "Oh, I wasn't aware we were doing tours."

"This is my wife Martha." Curt said to them. "Martha these are Eddie's friends Penny, Gwen and Harry."

"Pleasure to meet you." Martha said with a polite smile, standing up, showing that she was expecting a child.

"So you guys study Reptiles?" Penny asked curiously with them walking around the lab.

"To an extent, we're studying their ability to regenerate," Curt responded sounding like a child when he began that while Eddie and Martha rolled their eyes, seeing that he was getting into it again. "They can regenerate limbs at will, just imagine the possibilities if we could give humanity that ability? War veterans will be able to heal from injuries preventing them from fully living life? Physical Disabilities would be a thing of the past-."

"Curt you're being passionate again." Martha said with a chuckle, with the man chuckling sheepishly.

"Isn't that why you married me?" Curt asked with a grin.

"No it's why I fell in love with you." Martha countered her own grin on his face.

"But Doctor Connors is right, this work would be a great achievement to make." Eddie said looking at the three. "It's an honor to be able to help them."

* * *

The three of them had to leave after that so the Connors and Eddie could focus on their work-but not before Eddie told Penny that he would be visiting sometime in the next week.

"That was an interesting way to spend a day." Harry remarked as he wasn't expecting to see a form of research his Dad was funding, especially something like that.

"It was amazing, did you see how big those reptiles were compared to normal ones?" Penny asked in excitement. "I swear the lizard looked like it was the size of a dog."

"I know, what formulas do you think he used to change them like that?" Gwen asked curiously. "I've never seen anything like that."

"... Somehow I'm not surprised you two aren't a bit creeped out by something like that." Harry said a smile on his face.

"Harry?" A voice spoke up making Harry freeze while Gwen and Penny turned to see Norman Osborn walking towards them, a neutral look on his face. "Now this is a surprise, just what are you doing here?"

"Hey Dad." Harry said his tone turning neutral at seeing him.

Norman frowned, not getting his answer before looking past Harry to see Gwen and Penny. "Well are you going to introduce me or are you too ashamed of your old man?" He asked a bit curt in his question showing some annoyance at his other question being ignored.

"Penny. Gwen. This is my Dad Norman Osborn." Harry said hating this as he liked how his two friends never met his Dad considering the man was always too busy to even look into Harry's personal life. "Dad this is Gwen Stacy and Penny Parker."

None of them saw Norman's eyes light up a bit at hearing Penny's name-obviously recognizing it from his conversation with Octavius, hiding it when he held his hand out. "Nice to meet my son's friends, he never brings anyone over."

Harry had to work to keep a snort from happening as this was the most his Dad has interacted with him the last year.

"Nice to meet you too Mr. Osborn," Penny said being polite, shaking his hand, noting how he didn't shake Gwen's hand, something the blonde frowned at.

Norman gave a nod. "Do you happen to know an Otto Octavius, Miss Parker?" He asked surprising Penny.

"Dr. Octavius? Yeah he was one of the teachers at science camp last year." Penny said not expecting that question. "I haven't seen him since though, why?"

"Otto is one of the scientists that works at Oscorp, he told me all about his time teaching there, you really left an impression on him." Norman said with Penny looking a little embarrassed.

"I didn't do that much." Penny said scratching the side of her cheek.

"Otto isn't one to be impressed easily, the fact that you did so speaks volumes." Norman said giving a polite nod before looking at Harry. "I trust that you're helping my son when he needs it?"

Penny wasn't sure how to answer that one when Gwen intervened. "We all help each other when we need to." She said with Penny flashing her a grateful smile.

"Glad to hear that." Norman said a bit forcefully with a smile. "Now I shouldn't hold you three up, I'm certain you all have very important things to do."

"Yes we do." Harry took that offer to get out of there eagerly. "See you at home Dad."

Norman gave a nod, walking off.

As soon as he was out of sight, Gwen shook her head. "I can see why you didn't want us to meet him." She said a bit bitter at how the man just plain out ignored her along with the man badmouthing his own son.

"Yeah, Dad has one of those personalities." Harry said a bit sadly.

Penny gave a nod, not saying anything.

It was one thing to hear how the man was from Harry, but to see it in person?

It was amazing in itself that Harry wasn't a mini-Norman from how the man acted.

* * *

That night, Penny was back in her room, writing in the notebook again.

She was so close to figuring this out.

"Come on, just what am I missing?" Penny muttered in annoyance.

A knock made her perk up and look at her closed door. "Penny, can I open the door?" Ben asked wanting to make sure his niece was decent first.

"It's open," Penny called back with Ben opening the door holding a box under his arms. "What's up?"

"I was cleaning a few things in the basement when I found this," Ben said placing the box on the bed where Penny leaned over to open it, seeing quite a few things that belonged to her parents. "I figured you would want to go through this."

"This is great, thanks Uncle Ben." Penny said with a bright smile, getting up to hug him earning a chuckle from the man who returned the hug.

"So how's school?" Ben asked curiously, pulling up a chair as Penny went through the box.

"It's going great, I'm one of the top students in Dr. Warren's class." Penny said pulling an old journal that belonged to her Dad while finding a ring that belonged to her Mom.

"That's great." Ben said happy to hear how bright Penny was as he stopped helping her with her homework when she was in her second year of middle school.

Penny however stopped at finding an old photo showing the day her parents were married, seeing May and Ben looking a good decade younger.

It wasn't just them, but she also saw a few other people she didn't recognize.

There was a short man with wild dark hair, looking pretty miserable in a tuxedo, standing in the background next to another man with brown hair with some form of white on the sides.

"Uncle Ben who are these two?" Penny asked curiously.

Looking at them, Ben chuckled remembering them but he hasn't seen them in years. "The one on the left is an old friend of your Mothers, she called him Logan whenever he was mentioned and there next to him is a co-worker of his, Nicholas." He said reminiscing about some old events. "Last I heard of Nick was a good six years ago before he fell off the radar along with Logan."

Penny tilted her head to the side, no doubt wondering why this was the first she was ever hearing about them. "What were they like?"

"Well I didn't know Nick that well but Logan, he was blunt and rude to people he didn't respect, naturally he and I got off the wrong foot when we first met," Ben said with a chuckle. "But he respected your parents a lot and was pretty close to them, he's your Godfather in fact."

Now Penny was really surprised. "Then how come I never met him?"

"Same with Nick, he fell off the radar a good few years ago around Canada." Ben said with a sigh.

Truth be told he knew the real reason was because Logan had made a lot of enemies along with Nick, Richard and Mary that wouldn't hesitate to hurt someone like Penny to get at them, so they distanced themselves-moreso after Richard and Mary died on that plane crash with the Brocks.

"Oh." Penny said sounding a little sad.

"Your mother was the only one who could actually get Logan to do anything though." Ben chuckled with some mirth as he wanted to share some stories. "In fact she was the one who got him to wear the tuxedo, something Richard and I thought would be impossible."

Penny gave a laugh as Ben continued to talk about some of the old days, learning about Logan and this Nicholas who was a soldier who probably died out there.

She might not be working on the formula like she wanted but this was fun.

It was only after Ben left that Penny opened up the journal that her father had, another picture falling out to show her as a baby in her parent's arms, along with one of Logan holding her looking a bit freaked out making her chuckle.

Flipping through the pages she stopped at seeing a weird symbol.

It was one of an eagle with acronyms around it.

S.H.I.E.L.D

Shield?

What was that?

Turning the page, Penny was sad to see that it was blank making her sigh and close the book in disappointment.

"I wish I had the chance to meet all of you." Penny muttered picking the wedding photo up again before she tacked it to her wall with a smile.

* * *

Norman frowned in his personal lab as the spider he and Octavius enhanced genetically was kept locked up while he wrote some stuff down.

The way this spider was acting really fascinated him.

It was acting like the true predator while the scorpion was one of instinct.

It was thinking. Of that Norman was certain.

But what was it thinking of? What was it waiting for?

That was what had Norman feeling curious and cautious.

Taking a small break, Norman pinched the bridge of his nose to try and ease the strain he was feeling.

He just couldn't focus because his mind was on the surprise of running into his son at the University where he was seeing just how well they were using the funding he provided for their studies.

Norman knew that Harry despised him and he was fine with that.

The boy needed to learn to stand on his own feet to survive as unlike Norman, Harry lived a sheltered life.

He didn't have to work to get the money they had, to backstab people who were planning on doing the same to him.

If Harry hated him for making sure he made it through life then so be it.

An Osborn needed to be strong, to not have any weaknesses.

Norman glanced up to see a picture on the desk he was working at, one that if someone saw would most likely guess he put it there to remember better times.

While that was true, Norman also saw it as his one true weakness.

It was a picture of him smiling with the woman he loved, Emily who was three months pregnant with Harry at the time the picture was taken.

Emily was the one person Norman ever devoted himself to, the one person who stood by him whenever he had to make a difficult choice and made sure he wouldn't blame himself.

Back then he was happier and wanted to be a father.

But then when Harry was born, Emily was weakened from it, a side effect that that rarely happened in procedures like that. Norman foolishly believed she would pull through only for her to die a few days after giving birth.

It was then that Norman truly saw the world for what it was.

Hope was an illusion along with love being a weakness.

Norman believed that but he still had a weakness.

Harry.

Harry was so much like Emily that Norman couldn't force himself to be around him. He hated that because it was taunting him. Hurting him.

Not wanting to think about this, Norman opened his desk pulling a bottle of brandy out along with a small glass.

While he did so, the spider continued to watch him waiting for its moment. Waiting to find the avatar for the Great Weaver.

For now it bides its time.

 _ **To Be Continued…**_

 _ **Man it's been awhile since I've updated this-I am sorry but life gets in the way and I had a bit of trouble writing this one… Same with my other two story but for now here you go.**_

 _ **I really hope everyone continues to enjoy the characterization here, with Ben having more screen time because anyone who reads Spider-Man knows what will happen, plus I got to go into the mindset of Norman Osborn. Yes I know a lot of people hate his guts-for good reasons too-but I'm interested in typing a more 'human' version of him before he becomes the Goblin along with his reasons for ignoring Harry-after all he had to have loved once otherwise Harry wouldn't be there.**_

 _ **Also yes Nick Fury and Wolverine were acquaintances of the Parkers in the past-I think Richard and Mary were members of the CIA, so I think it's possible for them to know Fury and Logan.**_

 _ **And we have Doctor Connors introduced researching Reptiles for their healing capabilities-he still has his hand so it's not just for himself but I hope you enjoyed that little tidbit.**_

 _ **Finally we have the spider and with the whole Web of Life and the Great Weaver being a part of the Spider-Man mythos, let's just say it's biding its time for when Penny is close.**_

 _ **Now let me answer some reviews.**_

 _ **61394: Yup but considering they have agents that infiltrated SHIELD, it's entirely possible for this to happen.**_

 _ **Guest1: I know what you mean, I hope you enjoyed this chapter-despite how long it took to get it out.**_

 _ **Guest2: Thanks and don't worry you're english is very good from what I've read. Just missing a comma in the sentence but that's minor to me.**_

 _ **xXElsaMarsxX: Thanks, it's fun to type her and the others, hopefully you enjoyed this chapter with her being shown.**_

 _ **MightYenaIwa: Thanks and don't worry, I use Google Translate a few times too.**_


	3. Change of a Lifetime

_**Chapter 03: Change of a Lifetime**_

"This sucks." Harry complained as he was over in Penny's room with with both her and Gwen, the latter reading a book while Penny was flipping through some channels trying to find something for the three of them to watch.

Penny looked over at him with a quirked brow. "What does?" She asked seeing that he's been looking at a piece of paper he had with him.

"Harry bombed the last test." Gwen answered calmly turning the page of her book. "Badly."

"Thanks Gwen, I'm so glad I can count on your words of wisdom." Harry said sarcastically.

"How bad was it?" Penny asked making sure the TV was muted when Harry passed her the science test.

It was a D-.

"Oh that bad." Penny said with a wince.

"And Warren is a colleague of Dad's so he'll have heard of this by tonight." Harry said placing his hands over his face.

Gwen sighed and closed her book with an audible snap. "You do know the offer of tutoring is still open with the two of us right?" She asked him.

"She's right, Gwen and I are both willing to help you out." Penny said not liking that her friend was in trouble like this.

Harry just went quiet not saying anything.

It wasn't that he didn't appreciate their help but he hated the fact that he needed it.

Penny and Gwen were the smartest people he's ever met and his Dad despite his faults was one of the smartest people out there yet he was the odd one out with failing in school.

Finally he sighed. "I appreciate that." He said knowing that they wouldn't drop it.

They kept bringing it up throughout the week ever since their visit to ESU, so he had quite a bit of time to think it over.

Penny smiled and walked over to her closet to get her backpack out so they could get started.

While she grabbed it, Harry blinked at seeing something fall out of the closet and picked it up, not believing what he was seeing. "Penny?"

"Yeah?" Penny called back not looking, as she was pulling her textbooks out to try and find her science book.

"Why do you have a stitched up doll of Captain America in your closet?"

Penny paused and slowly turned to see Harry holding said doll while Gwen looked at in in surprise, both of them looking at the brunette who slowly began to blush in embarrassment as an awkward silence descended around them.

"N-no reason." She tried to say, her face resembling a tomato.

Growing up, her Aunt wanted to teach her to sew-mostly so she could fix any clothes if she tears them.

Out of boredom and wanting to make something herself she decided to make a small doll of Captain America, one of her heroes who fought in the second World War.

"Oh really?" Harry had a big grin on his face while Gwen giggled a bit. "And here I thought Iron Man was your hero-."

"Shut up." Penny snatched the Captain America doll back and gently placed it inside of the closet much to her friends amusement. "I-It's not a crime to be have more than one hero."

Gwen's giggle bubbled into laughter that Harry joined in with Penny giving a look at the two of them.

"You three seem lively." May entered the room with a tray of snacks, bringing them up because she thought they would be hungry. "What's the commotion about?"

"N-Nothing Aunt May." Penny said closing her closet quickly while May looked amused placing the snacks on the desk.

"Actually we were laughing because of the Captain America doll she apparently has." Harry piped up with a grin.

"Oh that? You wouldn't believe how hard she worked on that when she was nine." May said much to Penny's horror. "She slept with it like how little kids sleep with teddy bears-."

"Thank you for the snacks Aunt May." Penny interrupted looking like she was about to have a stroke. "We're going to be studying now."

May laughed as she was just teasing her niece. "Penelope, there's nothing wrong with you having a crush on the man when you were a kid."

"Oh God," Penny now had her hands over her face with Gwen looking like she was trying not to laugh. "You have no pity do you?"

"I still remember you laughing when Dad brought out the baby pictures." Gwen said with a straight face while Harry chuckled.

"To be fair that was a bit funny." Harry piped up both girls now looking at him.

"We really need to find some childhood dirt on you." Penny deadpanned with Harry giving a shrug, not planning on saying anything.

May decided to take pity on Penny and stop with the teasing. "Well I think I hear Ben calling me, be sure to eat up and call if you need anything else."

"Got it Aunt May/Thanks Mrs. Parker." The teens called out as May left the room.

"... So you slept with a doll Captain America?" Harry asked a few seconds later.

Penny immediately gave him the look. "I will punch you Harry!" She lightly threatened.

Gwen grinned, knowing she wouldn't really do that. "I think the real question is do you still do that?"

"Right so about the tutoring?" Penny changed the conversation in hopes that they would be done talking about that, not confirming or denying that little fact.

* * *

Penny yawned the next morning, dressed back in a plain red shirt and grey sweatpants, eating a bowl of Cheerios while watching the News while rain pattered on the window.

" _ **And there were more sightings of this elusive guardian of Hell's Kitchen that people have been calling the Daredevil breaking up a gang war between the Park. Avenues and the Rolling Sevens, more on that when we come back.**_ " The reporter said before the screen cut to a commercial about an energy drink.

"The Daredevil?" Penny gave a slight snort at the name.

It was rather ironic that there was a person called 'Daredevil' in a place named Hell's Kitchen.

But she just looked away as it didn't seem like something that concerned her.

Hearing footsteps, Penny glanced to see Ben walking in with a rain coat on. "Morning Penny." Ben said stopping to ruffle her hair.

"Hey Uncle Ben, something going on?" Penny asked curiously.

"Just an appointment with my Cardiologist." Ben said to her.

Penny blinked in surprise. "Already?"

Ben usually went once a year to make sure that no problems crop up in his health.

"Have to keep healthy somehow," Ben quipped looking out the window. "You have your umbrella? It looks like a nasty storm brewing out there."

"I do and the bus stop is only two blocks away, I'll be fine." Penny said with a smile before looking worried. "I don't suppose I can convince you to wait until tomorrow for this appointment right?"

Ben smiled in appreciation. "Don't worry kiddo, I've been driving for a long time, that won't be what takes me out." He promised her. "The only thing that does will be old age."

Penny smiled at that with Ben grabbing the keys to the car. "Can you make sure May gets up before you leave? I thought it would be nice to let her sleep in-."

"No need, it's impossible for you to leave without waking me up Ben." May said entering the room in her nightgown.

"Doesn't mean I can't try not to wake you." Ben said, May giving a laugh before they exchanged a quick kiss. "I'll see you both later today. Penny you have a good day in school."

"Will do Uncle Ben." Penny said with him leaving as she continued eating while May grabbed some bread to make some toast. "So what's your plan for today Aunt May?"

"I'm thinking about heading over to Anna's later today, her niece is going to be moving in with her this next month." May replied looking at Penny. "You should meet her she has a wonderful personality."

"Mmm, I'll think about it." Penny said with a shrug.

Nothing against Miss Watson, but Penny wasn't too sure about meeting new people as she's more comfortable with the people she grew up with.

"What about you?" May asked looking at Penny. "Are Harry or Gwen going to be coming over again today?"

"Nah we might head over to Gwen's place or the public library to help Harry with his schoolwork." Penny replied finishing her cereal as she picked up the bowl.

"Alright but be sure to keep your phone on and call when you're about to come home." May reminded her while Penny gave a laugh.

"Don't worry Aunt May I will." Penny said to her, placing the bowl in the sink before running off to get ready for school.

Moments later she was outside in a blue buttoned up raincoat with an umbrella over her to keep her dry, Penny sighed as she walked towards the bus stop.

In two years she'll be old enough to get a license and hopefully a car to drive herself to school on days like today instead of walking to the bus stop.

While walking however, Penny saw a rather peculiar sight.

It was Flash Thompson walking on the sidewalk-not seeing her without an umbrella, looking soaked.

Penny hesitated a bit before she walked over, quickly catching up as the rain masked the sounds of her approach before raising her hand to have the umbrella over him as well considering she only came up to his chest.

Flash blinked in surprise before looking down to see Penny who saw a small cut on his lip. "Hey." Penny greeted with a polite smile.

"Parker? What the hell are you doing?!" Flash snapped at her.

"No one deserves to be in the rain like this." Penny said with a shrug. "Where's your umbrella?"

"Left it at home," Flash muttered looking away in annoyance as Penny raised a brow. "I don't need your pity."

"And I'm not giving any," Penny said to him. "Besides would you rather catch a cold from this weather?"

Flash didn't say anything else as they continued to walk before Penny heard a barely audible. "Thanks."

Penny smiled and for a second it felt like the old days when Flash used to hang out with her, Eddie, Gwen and Harry.

When they got to the bus stop, both of them waited before Penny spoke up. "Do you ever miss the crazy stuff we all did as kids?" She asked surprising Flash.

"Tch, no why would I miss those stupid days?" Flash denied but Penny smirked as she saw him look away, seeing the signs of him lying were still the same despite the years.

"Sure you don't." Penny teased with Flash glaring at her.

"I forgot how annoying you could be Parker." He said with Penny shrugging.

"Part of my charm." Penny commented keeping a look-out for the bus.

"Does Osborn tell you that?" Flash asked a bit snidely not wanting to talk about the past.

"What would Harry have to do with that?" Penny asked in confusion with Flash blinking before chuckling as it clicked. "What?"

"Oh man, you really don't get it?" Flash asked laughing. "No wonder Osborn looked so angry on the first day of school."

Penny frowned at that.

Eventually, Flash calmed down. "Thanks Parker I needed a laugh." He said sounding a little genuine but Penny could hear a bit of an arrogant tone.

While Penny wanted to know what about that was so funny, she just looked away with a huff.

Neither of them spoke for awhile before Flash surprisingly broke the ice. "Yeah I miss those days," He admitted making Penny turn towards him in shock. "There, happy?"

"Then why?" Penny didn't need to finish the question for Flash to look away.

"I have my reasons and they're none of your business."

Penny wasn't able to get anymore info as the bus came into view.

* * *

Fury had a frown as he saw the scorpion for himself while Octavius kept it subdued. "I thought you were going to leave the walks here to Agent Coulson." Norman commented, writing down the actions of the scorpion, noting how different they were from the spider-of course he wasn't mentioning the spider anywhere on this report, not with Fury there.

"I prefer seeing things with my own eye Osborn," Fury said gruffly as he turned to look at the man. "You said the spider was killed?"

"It was." Norman made sure to not hesitate or show any signs of lying to the man by looking him straight in the eye.

Fury and Norman kept the eye contact for a bit, the former not convinced at all while the latter kept his composure before Fury nodded, knowing that he had no evidence that Norman was lying.

Not even the small cameras placed in Norman's home picked up a sign of the spider, making Fury sure that the man knew about them.

"If I find any sign that you're lying there will be hell to pay." Fury said in a warning tone that left Osborn unfazed.

"I'm sure there will be but you need me and Octavius to crack this serum."

"... For now." Fury said his eye narrowed at the man.

* * *

"So I heard an interesting rumor." Gwen commented while she and Penny were in the school library during free period looking for a good book with Harry having to stay behind on one of his classes.

"Oh?"

"People are saying that you and Flash were being friendly to each other, underneath the same umbrella," Gwen commented looking over at Penny who paused. "So what happened?"

"I forgot you had an inner gossip." Penny said with Gwen smirking.

"I'm not as bad as everyone else in the school." Gwen reminded her with Penny giving a nod. "But you didn't deny it."

"Hey I saw Flash out there in the rain so I offered to help considering he didn't have an umbrella with him," Penny answered honestly. "It wouldn't be right to leave him like that."

Gwen gave a sigh. "You're way too nice for your own good."

Grabbing a book off the shelf, Penny shrugged. "So?"

"You do realize there are rumors that you're interested in him because of that, right?" Gwen asked with Penny groaning.

"I was just being nice." She protested loudly with the Librarian nearby telling her to shush.

"And I get that but people will talk no matter what." Gwen reminded her.

"Please don't tell me Liz believes that." Penny pleaded not wanting to get the only cheerleader she knows to be nice-not really fair considering the only one she interacted with besides Liz was Sally but they don't exactly stop their teammate from messing with her.

"I heard her asking Flash but he denied it, saying that he might not be a smart guy but he wouldn't cheat like that." Gwen commented not saying how Harry seemed a little crushed when he first heard the rumor despite not believing it.

Penny sighed in relief. "That's good."

She really didn't want to have Liz angry at her, or to be the cause of a break-up like that because she was being nice.

"So what are the plans for the weekend?" Gwen asked considering it was a Friday. "Are your Aunt and Uncle doing anything special?"

"Not really, we usually spend the weekend playing board games or watching movies," Penny said with a fond smile. "You?"

"I was actually thinking about the three of us heading to Coney Island if we can make it." Gwen said with her arms crossed thinking about it. "I mean we are going to be helping Harry study today so why not do that tomorrow afterwards?"

Penny blinked and thought about that. "That actually sounds like fun," She said agreeing with Gwen. "The Carnival Rides and food on sticks, what can go wrong."

"... I can't tell if you're being sarcastic on that last part or not." Gwen said with Penny shrugging.

* * *

"Well, look at what the cat dragged in." Penny winced at hearing Sally's voice when she entered the girl's locker room to get changed for Gym.

Not even bothering to look at her, Penny just walked to her locker and began to put in the combination.

"Wow not even going to acknowledge me Parker?" Sally asked with a smirk. "I'm guessing you don't want to talk about your failed attempt at climbing the totem pole."

"Sally don't." Penny could hear Liz Allen a dark haired girl trying to get her to stop, not for Penny's sake but because it was her boyfriend the blonde was talking about.

Penny kept ignoring her as she placed her bag in there and got ready to change when Sally spoke up again.

"You can't tell me that it doesn't bother you that she basically tried to steal your boyfriend."

Penny just closed the locker, ignoring that although she was wondering how the rumor got that bad in just four hours.

"Sally." Liz gave a slight glare making Sally sigh.

"Fine." Sally said leaving the room where Liz and Penny were by themselves.

"... I wasn't trying to do that." Penny spoke up not sure how Liz would react due to how they never really talk.

Liz just looked at Penny when she said that looking conflicted as she didn't know her well enough to tell if she was lying or not.

For the rest of Gym class, Penny felt awkward around Liz due to how they didn't really look at each other after that.

* * *

"Well this puts a little kink in our plans." Harry muttered as he was looking on his phone to see that the public library was closed because of a gang shoot-out there, the three teens waiting outside of the school walls after they were let out for the day.

It stopped raining thankfully.

"A big one, Dad is driving to pick me up so he makes sure I get home." Gwen said her phone buzzing from the text she received.

"Wow, all of our plans are shot today." Penny commented with a wince as Gwen sighed.

"When will he get that I'm not a little girl anymore?"

"Hey he worries about you, that's what families do." Penny said checking her phone to see her Aunt asking where she was, no doubt hearing about the gang war.

"I guess I'll head home too." Harry said thinking that he would have to pull another all-nighter to study.

Raising a brow, Penny typed an answer to her Aunt and looked at him. "So how are we going to do this tutoring?" She asked earning a look of disbelief from him.

"What?"

"Hey I said I would help and we don't need the public library to do so." Penny said with a shrug.

"Penny's right, just because I'm not there doesn't mean you can't do this," Gwen said with a nod before she smirked. "That is if Harry can focus on the tutoring."

"Of course he can." Penny gave Gwen a weird look while Harry was about ready to give Gwen his own version of the look.

A car honking caught their attention as they saw a man in his late thirties with blonde hair in a blue uniform, behind the wheels of a patrol car.

"Well it looks like I have to go," Gwen said looking at the two. "Call if you guys need anything."

Just because she wasn't there doesn't mean she can't talk to them on the phone to help.

Penny and Harry waved as Gwen got in the car with Captain George Stacy driving off.

"... Did you have to use the Patrol Car to pick me up?" Gwen asked her father who now looked surprised.

"I thought you liked riding in the patrol car."

"When I was ten." Gwen reminded him.

George went quiet as he kept his eyes on the road before finding a topic he thought would be good to bring up. "So how was your day at school?"

"Fine." Gwen said not saying anything else.

None of them spoke with George looking a little put off before he sighed.

"Gwen I know I haven't been the best father the last few years but you do know I care for you right?" George asked coming to a stop at a red light.

"I-I know." Gwen said looking out the window.

Things have been awkward for them ever since her Mom walked out on their life and George threw himself into his work, while they still do care for each other they were practically strangers at this point due to how she wouldn't see him that often.

"It's great to see that Penny and Harry are doing well." George said trying to keep this conversation going as he was happy his daughter had some good friend throughout the years. "We're you guys going to do something?"

"Just to help Harry with some schoolwork." Gwen answered with George giving a nod before his radio went off.

" _ **We have a 10-56A on Bronx along with a 10-71, requesting immediate backup.**_ "

George hesitated as he was just pulling up to the house before Gwen sighed. "Go, it's your job." She said trying to show that she wasn't bothered by that.

"Do you have your key?" George asked with Gwen nodding. "Lock the door until I get home got it?"

"I will."

Gwen watched as George began to back up, grabbing the car radio. "This is Captain George Stacy, I'm en route to your position."

As she watched him leave, Gwen sighed and walked towards the apartment, entering before she gave one last look to see him turn the corner. "Stay safe, Dad." She whispered.

* * *

"You know I think this is the first time I've ever been to your place, has Gwen ever been here?" Penny asked as they took a bus to the apartment complex that Harry lived in.

"No I uh try not to bring people over." Harry said with Penny wincing remembering the meeting with Norman.

"I see." Penny said taking the time to adjust her glasses before she smiled. "If you don't want me to come here we can always have this tutoring session back at my place."

"No it's fine, we're already here." Harry said kicking himself for not thinking about that earlier as they got to the elevator where Harry pressed a button after placing a keycard in.

Moments later the elevator opened up to show the rather large apartment. "Welcome to my Dad's home." Harry said a bit nervously while Penny took the moment to look around feeling curious.

It was pretty big and she could see some priceless antiques nearby, mostly masks. Everything seemed pretty expensive and lavish though, making Penny a bit uncomfortable.

"Seems cozy." Penny said being polite with Harry snorting at that.

"Right well come on we should get started." Harry went to grab some stuff from his bedroom.

* * *

Unknown to them in Norman's hidden lab the spider began to react, sensing the chosen avatar was near.

It was time.

Tensing, the spider lunged at the cage making it shudder.

It was reinforced because of what the scorpion did but the spider wasn't deterred as it slammed into it again and again.

Slowly cracks began to appear on the container with the spider not giving up before it finally succeeded.

 _ **-Crash-**_

Falling from the table it was on, the spider spun around and landed on its feet, all eight legs scurrying to the nearby wall where the vents were.

* * *

"You just take this formula and change it around to here." Penny said showing Harry how it was done as he gave a nod.

So far this was going well as Penny was being sure to explain it a lot better than how Dr. Warren did with her taking the time to make sure he was following along, even cracking a few jokes to make this a bit fun.

But Harry couldn't help but glance up a bit as Penny spoke, her glasses were currently off as she was cleaning them with a small cloth.

He didn't even realize he was staring until Penny blinked looking at him after putting her glasses back on. "Harry? You alright?"

"Wh-uh yeah." Harry said quickly looking away.

"You sure? You're acting a bit strange." Penny said neither of them seeing the spider crawling out of the vent above them, ready to pounce.

"No I'm fine." Harry said looking red in the face. "It's just… Do you ever think about wearing contacts?"

Penny blinked at the seemingly random question with Harry grimacing and getting up to walk away.

"Never mind, ignore that please."

Now really worried, Penny stood up to follow him right as the spider pounced, landing inside of her backpack instead of on Penny.

It went to go out before pausing and retreating into the backpack.

"Want something to drink?" Harry asked grabbing himself a bottle of water because his throat felt a bit dry.

"I'm fine." Penny said before commenting. "I've thought about getting contacts but it's more of a thought of putting something in my eye that makes me hesitant, why do you ask?"

"No reason, it's just that you look different without your glasses." Harry said not thinking taking a sip of his water.

"Different?" Penny repeated in confusion. "Different how?"

"N-Not in a bad way." Harry said in a panic, hoping he didn't step in a landmine. "I mean you look great without them, cute even."

He then realized what he just said while Penny blinked a bit taken aback by that.

"Open mouth, insert foot." Harry muttered while Penny felt a bit embarrassed by the sudden compliment.

"Oh uh thanks." Penny said not sure what to say to that, nervously adjusting her glasses.

"So uh yeah this formula, really interesting." Harry said trying to forget he said that as he walked back to the table with Penny behind him.

"You think so? It's one of my Dad's." Penny commented taking that as she used that one to try and teach him.

"Wait really?" Harry asked in surprise with Penny giving a nod, opening the notebook she had out to show him. "Wow, that's actually pretty cool."

"Thanks, I-." Penny stopped looking at the formula before looking at the one Warren taught a piece falling into place.

"Penny?" Harry asked seeing her go quiet as he placed the opened water bottle down before she grabbed a pencil and began to write a lot of equations at a fast rate. "Whoa, if this is part of the tutoring I can't keep up with all of that."

"No it's what I'm missing," Penny said excitement in her tone. "The uncompleted formula I've been working on, this is the key to it, it's been right in front of me for the last month."

Harry opened his mouth but then closed it as he was surprised by this as she finished writing it and closed the notebook.

' _Tonight I'll be working on this to see if I'm right._ ' Penny thought opening her bag to place it in there, not seeing the spider move to dodge the notebook when she closed it back up.

Now that was out of the way, she should focus a bit more with the tutoring.

That was when she noticed Harry looking a bit amused. "What?"

"You are way into this stuff you know that?" He asked in a joking tone and this time Penny blushed a bit.

"S-So what?" Penny muttered under her breath with Harry chuckling as she went to grab her pencil, accidentally hitting the water bottle to where it was knocked over, landing on Harry's shirt. "S-Sorry."

"It's fine," Harry said trying to wring the shirt out while keeping it on. "Just an accident-."

He turned his head to give a smile only to take a breath when he saw how close Penny was.

Penny didn't seem to notice as she grabbed some napkins that were brought on the table because Harry had a few chips while the tutoring was going on. "It's not fine, I didn't mean for that to happen-."

She stopped when Harry leaned in much to her surprise but before anything else could happen the sound of the elevator snapped Harry back to reality and he quickly jerked back with Penny looking at him in surprise as he was in inch away a second ago.

Was he about to-?

The elevator door opened with Harry sitting back down his book open, quickly pulling Penny to sit down like nothing happened right as Norman walked in, stopping in surprise at the sight.

"Harry? Miss Parker?" Norman asked looking between them. "What's going on here?"

"Penny's helping me with some of Dr. Warren's lessons." Harry answered quickly, with Penny giving a nod not trusting herself to speak.

"I see." Norman said seeing that something was up but he saw the formula's in Harry's notebooks both his and someone else's handwriting-most likely Penelope's. "Good to see you taking the initiative Harry."

Harry's head snapped up in surprise at the 'almost' compliment that Norman gave before he walked off.

As soon as Norman was out of sight, Penny looked at Harry who was certainly avoiding her stare. "Harry were you about to-?"

She stopped unsure whether she should ask this or not.

"What?" Harry asked putting on a front that he didn't know what she was talking about. "You okay?"

"Y-Yeah." Penny said not meeting Harry's eyes as she bit her lower lip before her phone went off. "It's Aunt May."

Harry felt a mix of relief and annoyance flood into him as she looked at the text before wincing.

"She wants me to head back home now." Penny said gathering her stuff right as Norman re-entered the room, just hearing that.

"Do you need a ride Ms. Parker? I'm certain Bertrand will be able to drive you." Norman offered with Penny shaking her head.

"No thanks, I enjoy walking."

"At this hour?" Norman asked with Penny nodding before she looked at Harry.

"See you later Harry."

"R-Right." Harry watched as Penny left now wishing he could take back what he nearly did while Norman raised a brow.

"Did I walk in on something?" He asked with a frown unsure if he wanted to know as normally walking in on Harry hanging out with a girl alone would make him think his son was being distracted in an important time of his life, but he had no proof that something did happen.

"No nothing happened." Harry lied grabbing his stuff and walking to his room with Norman sighing.

He now knew that something happened, but he didn't care what it was.

So he walked to his room, thinking about checking on the specimen but decided to look into it in the morning.

Right now he had a few calls to make.

* * *

Harry sighed taking his phone out and dialing a number.

Moments later, Gwen picked up. " _ **Harry what's up?**_ " She asked a bit surprised as it was starting to get a bit late. " _ **How did tutoring go?**_ "

"I messed up," Harry said with a groan. "Big time."

Gwen blinked, not expecting that opener of a conversation. " _ **What happened?**_ "

Harry leaned back on his bed. "It was just a normal tutoring session when she accidentally knocked water on me-."

" _ **Wait she did?**_ "

"Then when she was apologizing we were kind of close so I leaned in." Harry said ignoring the interruption.

Gwen grinned at hearing that. " _ **About time,**_ " She said while Harry frowned. " _ **So how did you mess up?**_ "

From what she was hearing he didn't do too bad.

"My Dad walked in before anything happened so I had to play it off that nothing was happening but Penny looked uncomfortable before she left." Harry explained, Gwen now wincing.

" _ **Oh boy,**_ " She muttered now wishing that Harry's Dad had a better sense of timing. " _ **Okay here's my advice visit her tomorrow and talk about it, the more you ignore what happened the worse it can get.**_ "

"I can't just talk about it." Harry said in disbelief.

" _ **Hey you called me for advice and I'm giving it,**_ " Gwen told him, making Harry go quiet. " _ **Don't call tonight, give her the night to process what happened.**_ "

* * *

Penny sighed as she entered her bedroom that night after taking a public transport bus to Queens, her Aunt and Uncle were over at Ms. Watson's place to help her prepare the room for her niece so she was left by herself as she took her glasses off and sat on the foot of her bed after closing and locking the door.

That moment with Harry was playing over in her head.

Harry… Tried to kiss her? Did he really or did she imagine it?

But as she thought about it a lot more things suddenly made more sense.

How Harry interacted with her in response to Gwen, how Harry reacted when Penny joked about having a boy over in the basement, what Flash was laughing about earlier that day.

All signs she overlooked.

' _I mean you look great without them, cute even._ '

Her cheeks flushed, remembering that little compliment and her throat began to feel dry.

What should she do?

Penny had no experience at all with stuff like this, after all who would flirt with Brainy Parker the teachers pet? The nerd.

Harry was her best friend along with Gwen and she always saw him as that but now she was unsure.

Wanting to take her mind off of this, Penny opened her backpack and reached in there to grab her notebook before crying out as something pierced the back of her hand.

Dropping the bag, Penny felt fear as she saw a huge red and blue spider hanging on her hand biting into it so hard that blood was beginning to drip, her arm feeling like it was on fire.

Stumbling as she tripped, the spider went flying off of her hand into the wall, falling behind her bed as it died, finishing its purpose.

Penny gripped the side of her desk, her insides now bubbling as she stumbled to her trashcan, not a moment too soon with a retching sound being heard.

Her heart was beating in fear, wondering where that spider came from as she felt more pain before realizing that the spider could be poisonous.

She tried to reach her phone but her legs gave out underneath her, the last thing she saw before blacking out was the wedding picture of her parents.

 _ **To Be Continued…**_

 _ **Okay now we're getting into the story because the spider bite has finally happened, three chapters into the story as I set up the characters and their relationships so far-this is really a fun one to type as it's a whole new dynamic-for me that is-on this.**_

 _ **Plus you learn a bit more about the characters like Gwen's mother leaving which put a strain on her relationship with her father but he's trying and then we have the mention of Daredevil showing that he already exists followed by a small moment with Flash as while he's the stereotypical bully he's also human.**_

 _ **That along with MJ making her way to the story and we have Penny beginning to realize Harry's 'crush' and is confused about what to do.**_

 _ **Now time for the reviews.**_

 _ **DannyPhantom619: I knew that but I'm also waiting to see if it really is true or not but I plan on having this in the story. Oh man the meeting between Logan and Penny would be hilarious but it would also be done in costume-making it doubly hilarious because I'm pretty sure Logan's senses are keen enough to tell that Penny is a girl despite posing as a 'Spider-Man'. Also I loved the Spidey's LIAG story, it was hilarious and action-packed-a good but hard thing to do in fanfics.**_

 _ **Rachel: Thanks, I was worried that people were annoyed by how long I was taking with the chapters.**_

 _ **xXElsaMarsxX: That's good to know, hopefully this update does too.**_

 _ **MightYenaIwa: It'll be awhile before the clones do show up, but I do plan for Kaine to be the same gender as Penny-making people think of her as a failed clone before they tweak it and make Ben whose gender will be canon. Not sure about Jessica yet.**_

 _ **Brianbaltzar45 : Thanks, it was fun to type.**_

 _ **StalwartFishGills: Haha thanks, I'm happy you enjoyed it as I wanted to wait a bit before having Penny be bit by the spider and just characterize everyone first. I hope you continue to enjoy this story as I try to keep writing it.**_


	4. With Great Power Part 1

_**Chapter 04: With Great Power Part 1**_

Nick Fury was not happy.

No, he was pissed.

He watched the cameras they had placed in Osborn's residence as it was showing footage from the other night.

A certain moment where a spider fell into a teenage girl's backpack.

A girl he recognized despite it being quite a few years.

' _Parker._ ' Fury thought as he did check up on the Parker's every once in awhile.

"Someone care to tell me why I'm just now finding out about this." Fury said looking at the agents who were supposed to be watching this when it happened.

The agents wouldn't meet his eye before muttering a half assed excuse about not seeing the spider as it happened in a split second.

Fury glared before turning his gaze back to the screen.

This was the evidence that Osborn was lying, but he couldn't bring him in because of how he got said evidence.

It was highly illegal for the American Government to be spying on fellow Americans, Fury knew that when he placed these camera's inside of Osborn's Apartment but he had to have some sort of guarantee that he wouldn't regret giving Osborn what they had on Erskine's formula.

Up until this point he didn't regret it because the data Osborn and Octavius made was incredible but now he could see that Osborn clearly had a different endgame.

Technically they had no clue that Osborn had the spider and what's worse they had no idea what Osborn had planned to do with it.

He sure as hell wasn't selling it to a foreign government-that was the first thing he looked into.

"Whatever you're planning Osborn you better hope it was worth it." Fury said with a glare before looking at one of his top agents. "I need you to look into Penelope Mayday Parker as she was the last one with the spider."

"Yes sir." A female voice with a Russian accent said as the figure went to leave only for Fury to add something.

"And Romanov." The figure turned, her long red hair going down her back as she wore a skin-tight black suit with a yellow belt and yellow bracelets. "Do so discretely, I don't want to alarm Ben and May."

Natasha Romanov, the Black Widow gave a nod.

* * *

At the same time, Osborn looked furious as he entered his private lab to not only see the mess but to see that the specimen was gone.

"Damn it, I knew I should've brought the adamantium cage." He fumed, but knew that by doing that, it would've proved that the spider was alive if the second cage went missing with no explanation.

All of the research he could be doing now gone and he had no clue where that spider went.

Taking a deep breath, Norman calmed himself down.

It wasn't the end of the world or his career, so what if the spider was gone? There was still the scorpion back at Oscorp. While he would like to locate the spider as quick as possible he had to be realistic here.

The key to Erskine's Formula was inside that Scorpion and both he and Octavius would unlock it.

But he stopped to think about how that spider acted and frowned.

It waited to get out, question is why?

What happened to cause it to act that way after a week of being here?

* * *

Penny groaned as she woke up, feeling sick to her stomach and sore from sleeping on the floor.

"W-Wha?" Penny muttered her head pounding as she wondered what happened before seeing her hand.

There were no puncture marks but the dried blood was still there.

Just like that, everything flashed through her mind.

The spider, being bitten, unimaginable pain-.

A loud noise emanated from her head as someone knocked on the door, the action made her jump and latch to the ceiling in fear before blinking. "Penny you up?" It was Ben's voice.

"Y-Yeah I'm up," Penny said not able to process being on the ceiling as she was staring at her hands before gravity regained control and she fell-thankfully on her bed before hearing the doorknob twisting. "Don't come in, I'm not dressed."

Immediately Ben stopped before giving a mutter. "That explains why the door is locked," He said before saying louder. "Well May is making some wheatcakes if you want any."

"I-I'll be down in a bit." Penny promised and waited a bit before she heard Ben walk down the stairs.

As he left, Penny looked back to the ceiling where she was a second ago. "How did-." She went to adjust her glasses-it was a habit she built up over the years-only to pause as she didn't feel them on her face.

Yet she was seeing perfectly.

Standing up, Penny noticed that her clothes felt tight against her.

Walking to her closet door where a mirror was, she gaped as she was taller. "W-What?"

After spending some time looking in the mirror at her size she took her shirt off to change only to stare as she stood there.

Not only was she taller by at least an inch or two but-... She went up two sizes to where she wasn't exactly a 'washboard' that Sally called her once, she was kind of curvy too.

That explained the tightness.

Penny went to pull a different shirt on only to be uncomfortable from how tight it was.

That was when she noticed that she had abs.

"Okay Penny just calm down and think," She muttered out loud. "You came home got bit by a weird spider and not only can I stick to the ceiling but now I have abs and a bigger chest."

Just what was going on?

She exited her room after going through her clothes, barely finding something that would fit her and even that was pushing it before she headed downstairs, her arm washed to get rid of the bloodstain.

"Morning sweetie." May greeted looking at Penny only to be surprised. "Penny, where are your glasses?"

"In my pocket." Penny lied sitting down as Ben was reading the paper.

Ben looked over the paper. "Hold up, did you get taller?" He asked as something seemed different about her.

"Y-Yeah, late growth spurt maybe?" Penny guessed while Ben didn't look too convinced before nodding.

As he went back to his paper, Penny lifted a hand to grab the glass of orange juice in front of her-stopping when she saw the fork stuck to it.

In a bit of a panic she grabbed it with her other hand and pulled it off before she grabbed the orange juice to take a sip.

The glass shattered right as she gripped it.

"Penny!" May stopped cooking and ran to her niece who was staring at her now bleeding hand in shock.

She wasn't gripping it that hard.

She winced as Ben had a pair of tweezers pulling the glass out. "You really should be more careful kiddo." Ben said to Penny.

"R-Right, guess I don't know my own grip." Penny said a bit scared.

This was really freaking her out.

And she could tell her Aunt and Uncle were worried from how they glanced at her throughout breakfast.

Back in her room, Penny was looking around before she found the spider behind her bed and used a dustpan she kept in there to slide it off the ground, not trusting how it looked dead.

That done, she placed it in a small container and snuck it to her lab in the basement

Once it was on her lab table, Penny looked at it seeing just how different and big it was compared to normal spiders.

Just like the reptiles in Dr. Connors Lab. It wasn't natural.

"Just what were you doing inside of my bag?" Penny asked not sure what to think before she grabbed a needle and poked it with a small slide underneath the spider to have some blood drip on it.

Once that was done, Penny placed it in a microscope before pausing-making sure to gently twist the knobs as the bandaged hand reminded her of how her strength was on the fence lately.

What she saw amazed her, this spider was incredible, the blood cells inside of it showed a lot of genetically enhanced work.

Eventually she had a tape recorder. "Parker's Log #1-," She began with a wince. ' _Did I really just say that?_ ' "Somehow I gained a genetically enhanced spider that appeared in my backpack-I plan to find out how and why-but it bit me the other night. Instead of venom that spiders produce killing me however it changed me. Known changes are sticking to the ceiling, fixing my eyesight, adding to my height, giving me… More in the chest department and enhanced strength if the broken glass of Orange Juice is any indication. Problems with this are objects sticking to the palm of my hands. I plan to have more tests to learn what other changes happened."

Turning the tape recorder off, Penny went to get to work, taking a small knife to begin dissecting the dead spider.

An hour later she had the spider opened up underneath the microscope along with plastic gloves on.

She also had her arm bandaged as she used a syringe to check her own blood-she did that once to learn about human blood cells and she saw major differences with her cells now compared to before-there were three vials of genetically enhanced blood on her desk that she had for research purposes.

Pausing she grabbed a bottle of water only for the plastic bottle to explode making her grimace.

This enhanced strength was really starting to bug her.

She threw the plastic in the trash can that had two broken vials and a broken knife.

Once she grabbed another bottle of water and took a sip, Penny paused to think about it.

So a spider bit her and she now has-dare she say it-superpowers.

That's… Man that's a pretty weird way to get powers.

"So I have powers… Cool," Penny grinned brightly before the grin fell off of her face. "Now what?"

What should she do with them?

What is the extent of her abilities?

… Are there any side-effects like the powers slowly killing her?

She was too busy thinking about what to do that she nearly jumped when her head began to buzz loudly, making her grip her head in surprise.

"Penny?" Penny froze at hearing Harry's voice as she slowly turned to see that he was coming down the stairs.

Without thinking, Penny quickly pulled the cover over the microscope with the spider and the vials of her blood as Harry came into view. "Hey Harry, what brings you here?" She asked taking the gloves off.

She didn't know why she did that, maybe it was because she wanted to study the effects of her new abilities without anyone knowing?

"Just wanted to talk," Harry rubbed the back of his neck. "Your Aunt and Uncle said you were down here-."

He stopped at seeing her hand.

"Are you alright?" He asked in worry with Penny blinking before smiling.

"I'm fine, just gripped a glass too hard today." Penny said with a chuckle. "Pretty clumsy right?"

She looked away from Harry thinking once more about what happened the other night, she hasn't really had the time to process it with what happened.

Harry saw that she was avoiding looking at him and he winced. "So uh, you working on your Dad's formula?" He asked seeing some stuff down here was recently used.

"Y-Yeah nearly have it figured out," Penny said going with that. "Just taking a small break."

"Right-where are your glasses?" Harry asked just now realizing she wasn't wearing them.

"Oh just up, I didn't think about putting them on," Penny lied standing up. "I got too excited working on the formula."

' _I-Is she taller?_ ' Harry couldn't help but think with Penny about the same height as him now.

"So what did you want to talk about?" Penny asked grabbing the chalkboard eraser and began to erase a few formulas.

Harry kept quiet for a bit before he took a breath. "About last night." He said making Penny freeze.

"You mean when you-." Penny didn't finish but Harry gave a slow nod.

"Yeah, that." The awkwardness was definitely in the air. "C-Can we pretend it didn't happen?"

Penny blinked at that while Harry continued.

"I can tell you're feeling awkward about it, it made you uncomfortable," Harry said messing with his hair. "I didn't mean for that, I was just-I mean-I don't want to ruin our friendship because of that."

"R-Right." Penny said crossing her arms a bit.

Truth be told it wasn't the fact that Harry tried to kiss her that made her uncomfortable, it was the fact that it would've been her first kiss if he did.

But she smiled. "Never happened." She said thinking it was for the best.

Harry looked relieved while Penny turned away to hide a frown as she wrote something on the chalkboard.

Even as she said it, Penny knew that it would be hard to pretend it never happened, especially with how fast her heart was beating right now.

Turning back to Harry, Penny decided to say something. "So," She began trying to find a subject to get rid of the awkward air, hoping that they'll be able to act normal around each other soon. "Did Gwen ever talk to you about heading to Coney Island either today or tomorrow?"

Harry blinked. "No, did you two plan this?" He asked as sometimes they would talk to each other before springing something like this on him.

"Well not plan, we talked about it but we weren't sure if you wanted to go." Penny said with Harry rubbing the back of his head.

"Sounds like fun." He said with Penny smiling as so far it seemed to be working.

The next hour or so they spent cracking some jokes and comparing favorite shows as usual.

* * *

A little bit after Harry left, Penny was walking through the streets of New York after catching a bus from Queens, wearing a hoodie that barely fit her-on her way to the clothes store so she could get some things that can actually fit.

She had the specimen and her blood samples covered, knowing that her Aunt and Uncle wouldn't snoop around her work if it was and she covered the chalkboard after flipping to the other side.

As she walked, Penny went to cross the street only to feel yet another buzzing in her head right when people screamed, turning her head she saw a car coming right for her running a red light with the brakes squeaking showing that whoever was driving was trying to slow down.

To Penny however time did slow down as she swore she could see the car coming right at her, feeling her muscles tense in a fight or flight situation before she instinctively jumped, doing a front flip over the car as it pass underneath her.

Landing in a uncommon crouch almost looking like a human spider, Penny blinked at what she just did as people were muttering around her-she heard the term Mutant, taking that as her cue to book it to get away from the crowd before they got a good look at her.

As she ran, Penny noted that she outran some cars that were driving at twenty miles an hour.

It was after running for five blocks that she came to a stop, not even panting when the other day she would pant from running down the driveway back home.

Resting with a hand on the wall, Penny looked back the way she ran.

She knew the car was there before she looked… She sensed the car before seeing it.

"The buzzing is a warning sense." Penny muttered under her breath.

And that jump… She was never that coordinated.

Looking at her hand, Penny turned to the wall and placed it there-after making sure no one was nearby.

The hand stuck.

She then placed another hand higher and followed the same pattern scaling the building.

Looking back down as Penny saw she was pretty high up, the girl gave a slight laugh feeling happy as she continued climbing until she was on the roof, pulling herself up on the edge.

"That was awesome." Penny said breathlessly before seeing the next rooftop.

Remembering how high she jumped over the car, Penny ran and jumped, clearing the space between-hell she cleared the building and the next space between before landing on the second rooftop where she continued to run, giving a shout of excitement.

Once she landed on yet another rooftop, Penny came to a stop and slowly sat on the edge.

This was incredible, she never felt this type of freedom before.

"What else can I do?" Penny asked with excitement.

* * *

Back in Penny's lab Natasha Romanov snuck in after making sure that the house was empty and looked around, lifting the cover off the microscope to see the dead spider that was dissected.

Taking a small picture of that, Natasha paused at seeing three vials of blood and slowly grabbed one, pulling a syringe out of her belt.

After taking the top off, Natasha drew a little blood from the vial and placed it back as if it didn't move.

She saw the covered up chalkboard and took a peek underneath it seeing only the blank side.

Giving a frown she went to flip it over only to hear from up the stairs. "Penny are you down there?" It was the girls Aunt.

She must've forgotten something and came to grab it.

Knowing she was pressed for time, Natasha quickly covered the chalkboard and was gone by the time Mayday Parker came downstairs.

"I could've sworn." May muttered in surprise.

* * *

That night, Penny had a wide grin as she made it back home with a bag of clothes that she bought with the money she saved up, sneaking in through the window and laying on the bed giving a small, quiet laugh.

Today was the most fun she ever had.

She spent most of it just goofing off and jumping from rooftop to rooftop with her newfound parkour skills-she fell off at one point nearly letting out a scream but survived landing on the ground showing that even her bone structure changed to survive a fall like that, her back was a bit bruised but that was the extent of it.

"I love that spider." Penny said happy with these changes.

Her whole body was practically a scientific miracle with these abilities as she could spend ages figuring out what she could do and her limits.

As she thought that, Penny's grin slid off of her face as another thought came to her.

Should she keep this to herself?

She wanted to show Aunt May and Uncle Ben the new things she could do, along Harry, Eddie and Gwen.

So… Why didn't she already?

Sitting up as she had one leg pulled up to her chest, Penny looked at the photo of her parents.

What would they think of her 'abilities'?

* * *

Fury had a neutral face as the results of the blood Natasha brought back were on the screen along with videos from their cameras in New York catching Penny having fun with her newfound powers.

He didn't know whether to shake his head at the irony or be annoyed.

The Super Soldier Serum that Erskine developed was enhanced by Norman and all of the resources Norman used lead to Parker obtaining these abilities.

Parker was practically the next Captain America from what he was seeing however she was a minor, way too young to have those type of abilities.

"None of this gets out," Fury said to Romanov and Agent Phil Coulson a man with dark brown hair. "As Director of Shield I am making this classified to only the three of us."

"Understood." Coulson said seeing why Fury said that.

If word got out that Parker received abilities from a branch off of the Super Soldier Serum there was no question that Hydra and countless other parties would go after her without any hesitation. There was no way he would wish that type of stuff on anyone, let alone a teenager.

And Fury didn't trust many people in SHIELD anymore after that whole sleeper-agent fiasco, so he wasn't risking this one getting out.

"We should bring her in." Natasha suggested as so far Parker wasn't very subtle with her abilities but she was surprised when Fury shook his head. "Sir?"

"She's not the issue, Osborn is," Fury said bringing up the man's file. "I want that facility where the scorpion is secured, but do so discretely I want Osborn to think he's in control for now."

"Director I agree with Agent Romanov, Parker needs to be aware of the risks that come with those abilities," Coulson said with a stern look. "She could have another incident like she did today."

"I'll handle that when it's time." Fury said looking at Coulson. "For now let her enjoy the ignorance of being a teenager, the Parker's had enough tragedy in their lives without us pulling them into this."

As the two left, Fury looked back at the screen a hardened scowl evident. ' _Sorry Parker but as of now you're on our watch list, with those abilities you could be a danger not only to yourself but to those around you._ '

* * *

Penny had her tongue sticking out the next morning in her lab as she hung upside down, having one leg hooked around one of the beams on the ceiling of the basement, her shirt tucked into her sweatpants to keep it in place.

She looked at a watch and saw that despite hanging upside down for nearly ten minutes she didn't feel dizzy at all.

So she unhooked her leg and did a flip as she landed in a crouch that was slowly becoming familiar to her using the momentum to jump from there to the chair she had set up, sitting down to write something while practicing some acrobatics.

Penny didn't know if it was weird that she was treating these new abilities like a toy but it didn't exactly stop her.

"Parkers Log #2," Penny began activating another tape recorder the other file saved on her laptop inside of a password protected folder. "In addition to these abilities, I've learned that I have become extremely flexible and limber-the extent of this is currently unknown as is my maximum strength and speed from this, but I can walk along a wire without any fear of falling."

It was something she tested while her Aunt and Uncle were asleep the other night by typing a rope across the basement, just for experimental purposes only.

"And yesterday I discovered that I have some sort of danger-sense, although I'm calling it a Spider-Sense as it came from the enhanced arachnid. I could sense people walking up behind me and danger like a car heading right for me, once more the extent is unknown and I don't know if there are things I won't be able to sense but it's still an incredibly useful ability."

Turning the recorder off, Penny turned to her other project which was her Dad's formula that she had in vials and so far it was going well.

It would take a few more tries however before she had it perfect but for now she was content.

Checking the time, Penny decided she should probably get ready for the visit to Coney Island.

* * *

"Man it's been forever since we've been here." Gwen said as she walked with Penny and Harry through the place.

Penny was currently wearing a long-sleeved yellow shirt and pants, with her glasses back on. While she could see perfectly right now she wanted to make sure Harry and Gwen didn't think anything was going on although from their comments to her height she had a feeling that they suspected something.

"I know what you mean when was last time?" Harry asked cupping his chin in thought. "Middle School?"

"Actually the last year of Elementary School." Penny piped up thinking back on that. "Didn't you and Flash compete on the game where you had to knock the bottles down."

"Oh right." Harry said remembering that as he frowned at the thought of Flash, but he didn't dwell too much on it as he didn't want to ruin the day out with them because of that. "So any games you girls want to play?"

"I'm thinking of the Bumper Cars." Gwen said pointing at them with Harry grinning in response.

Penny however thought back to her Spider-Sense and grinned.

With that ability it was almost an unfair advantage-... Come to think of it all of her abilities are an unfair advantage.

Shaking her head, Penny agreed to it and they ran towards it.

' _Okay,_ ' Penny thought a few moments later as she collided with yet another bumper car. ' _Just because I can sense them it doesn't do me any good if I can't avoid it._ '

She was somehow going backwards and despite sensing the other cars she was unable to avoid them.

At least she learned a limitation on her Spider-Sense.

"I'm never trusting you to drive." Gwen commented with Penny sticking her tongue out at her in retaliation.

It's not her fault these Bumper cars were hard to control.

Minutes later, Penny was laughing as they were in a house of mirrors with Harry looking a bit on the short and chubby side with the mirror he was in front of.

"Very funny." Harry said crossing his arms, although the reflection just made her laugh harder.

"I would say sorry but that would be a lie." Penny said between chuckles, while Gwen stood in front of a mirror of her own looking extremely tall and skinny.

The day seemed to be passing quickly as the three went from game stall to game stall, although Penny had to lie through her teeth when she accidently made a hole in the wall from throwing a ball at bottles.

Luckily they bought the weak wood foundation lie.

So now they sitting at a public table with snacks and drinks. "Seriously?" Penny asked Gwen, covering her mouth to silence a giggle.

"Seriously, Dad had to arrest someone calling himself the Matador." Gwen said sounding amused with a wry grin. "A thief who stole while acting like a bull fighter."

"Oh wow and I thought Hypno Hustler was a weird name." Harry said shaking his head at the aliases some criminals take.

Penny just smirked. "What about Batroc the Leaper?" She asked the three of them laughing a bit more. "I don't know if they're trying too hard or just trolling people with names like that."

"Who knows?" Gwen took a sip of her drink. "But the world is starting to get strange isn't it?"

"Yeah, like those people talking about 'Hulk' sightings." Harry said with a chuckle as for the last decade or so there have been reports of a green giant man that lived in the wilderness-occasionally seen in a town that's later destroyed.

Although the official story were that earthquakes happened, as the Hulk was practically on the scale of the Loch Ness Monster, Jersey Devil and Bigfoot in terms of people believing in him.

Penny suddenly found her drink interesting as the conversation tilted more to people with abilities like the fabled 'X-Men' that people said were out there as she was reminded of her own abilities that she kept hidden.

"So what do you think it would be like to have abilities?" Harry asked curiously with Penny tensing while Gwen blinked.

"Don't know, it would be kind of interesting but I'm happy with being plain old me." Gwen said with a shrug.

"Come on you're not the least bit curious in what it would be like?" Harry asked a bit in disbelief.

While Gwen and Harry had a small debate, Penny checked her phone. "Hey I have to go," She lied as she didn't want to be a part of this particular conversation. "Aunt May just text me."

"Already?" Harry asked in surprise with Penny giving a nod. "Want us to walk with you-?"

"No thanks I'll catch a bus," Penny lied planning on doing her own version of Parkour to get home. "You don't have to stop having fun on the account of me."

So with a grin, Penny waved and left.

Gwen raised a brow at that looking from Penny's retreating backside to Harry. "I take it the talk didn't go too well?" She asked as they seemed to be acting like friends instead of an item that day.

"We decided to remain as friends," Harry said not wanting to have this conversation. "So what should we do after school tomorrow?"

Gwen however didn't take the change of conversation. "Yeah friends who are awkward around each other, seriously I could feel it in the air between you two." She said giving him a look.

"Well of course we're awkward around each other because of that," Harry snapped with a frown. "Now will you drop it?"

"Fine." Gwen said but she wanted to talk to Penny about it a bit.

It was obvious that despite what he said Harry still felt something for the brunette and she could see from their interactions that Penny looked unsure.

* * *

Penny had a grin as she did a front flip across a building, landing in a roll before she ran.

This was just what the doctor ordered to clear her head.

And this was why she wanted to go home 'alone' otherwise she wouldn't be able to do this at all.

Jumping from another building to do a back flip, Penny nearly messed up her landing when she saw both her Aunt and Uncle walking into a Pawn Shop.

' _What are they doing there?_ ' Penny thought as she slowly slid down the wall, landing in the alley across from them, after making sure it was empty.

Walking across the street, Penny saw them talking with the store owner but wasn't able to hear what it was about before she saw May pull out her necklace-something that was in the family for a long time.

' _They're selling their valuables._ ' Penny realized with wide eyes.

Not wanting to be caught looking in, Penny quickly left not sure what to think.

If they're selling their valuables that would mean that they didn't have much money.

Penny didn't know if that was true or not but if it was why didn't they tell her? If she knew she would've found a way to help-.

Penny felt her 'Spider-Sense' tingle a bit right as someone ran out of another store with a gun and a bag that she assumed was filled with cash.

"Hey stop that guy!" The store owner called out as the man ran towards Penny.

Instead of listening to that, Penny quickly got out of the way as the man took a moment to give a nod of thanks for not doing anything 'stupid' with Penny seeing the man had blonde hair and brown eyes with a scuffed face.

As the man disappeared around the corner the store owner gave Penny a look of disbelief. "The hell was that?!" He asked her. "All you had to do was trip him and he would've been eating pavement."

"Sorry but do I look like the police to you?" Penny asked feeling sorry for the guy but it wasn't her problem.

She wasn't the police.

Sure she had powers but she wasn't a vigilante.

The store owner didn't take too kindly to her saying that as he walked off grumbling.

' _Well I guess that's one store I should avoid in the future._ ' Penny thought before she continued walking off, heading straight home.

* * *

She managed to beat her Aunt and Uncle home, so Penny looked around the kitchen before finding a paper of the bills, wincing as she looked them over.

No wonder Aunt May and Uncle Ben were selling their valuables, this was way too much-and they're late payments too?!

If they didn't come up with payments for these bills the bank would take their house.

"How did I not notice it got this bad?" Penny muttered sitting down.

There has to be a way for her to help get this money.

A thought came to her. "With my powers I could do anything," She realized thinking about the possibilities. "No one can stop me, any amount of money I could take."

However she couldn't stomach that idea and placed a hand on her face.

"What am I thinking? I'm not a thief," She muttered kicking herself for even considering that. "Aunt May and Uncle Ben would never accept money that was stolen, heck if there's an off chance that I'm caught it would break their hearts."

Placing the bills back in their hiding spot, Penny was at a loss before she looked at the paper to see something that placed an idea in her head.

' _ **Three Grand to anyone who can take on the Crusher in the Ring and win.**_ '

Three Grand? That would be more than enough to help pay these bills and this was tonight.

Giving a grin, Penny began to form an idea in her mind before realizing something.

If she does this as Nerdy Parker people would talk and question how she was able to do that, they would have her tested for steroids and uncover her abilities.

"I have to disguise myself." Penny said knowing she only had a limited amount of time.

* * *

That night after sneaking out, Penny stood in front of the wrestling gym where people were walking in and out of.

She was currently dressed in a baggy white shirt with a poorly drawn spider on the front from a permanent marker along with blue jeans while carrying a ski mask.

… It looks like she was about to rob a place as she walked in and felt people looking at her.

The person at the sign ups just gave her a weird look as she spoke in a muffled voice. "I'm here to fight the Crusher."

"Kid go home, this is way out of your league," The guy said with a scoff right as some paramedics came out with a wrestler on a stretcher moaning as his arm looked like it was bent in the wrong direction. "See that? That's what will happen if you go in there."

"Sign me up." Penny said trying to hide the fear in her tone as she saw that, but the guy heard it.

"I'm doing you a favor, trust me just go home-."

"I need that money so sign me up." Penny interrupted and glared at the man who sighed.

"Fine, but it's your funeral and you know you can't sue us if this goes badly for you right?" The man asked with Penny giving a nod. "Good luck kid, you're going to need it."

"Thanks."

Penny didn't really have to wait long as anyone who went in was taken down in a minute or two and in need of medical help.

"Now for the next act of the night I give you-," The announcer stopped as he peeked in. "What's your name kid?"

"The Spider." Penny said with the man making a face.

"The Spider? Seriously that's the best crap you can come up with?"

"Just send me in there." Penny said in annoyance.

"Unbelievable," The man muttered before he continued. "Give it up for the terrifying, the spectacular- no the Amazing Spider-Man!"

Penny just stood there as the man just called her a 'Spider-Man' while a lot of the crowd booed. "I'm a girl." She snapped her voice being drowned out by the crowd.

Then again with her baggy clothes she was easily mistaken for a guy.

Giving a sigh, Penny just walked in there to see the Crusher cracking his knuckles. "Well if it ain't the masked marvel, tell you what shrimp," He taunted seeing clearly that this was a kid. "I'm in a good mood tonight so I hit you and you take a fall alright?"

"How nice of you sir but I'm in the mood for a little brawl." Penny quipped trying to calm herself. "Nice dress by the way did your husband make it for you?"

The Crusher frowned at that, all thought of being nice to this smart-ass gone right as the bell rang and he ran at Penny who jumped over him, landing and spinning around to kick the man's feet out from underneath him.

While it looked like a planned out attack, truthfully Penny was just making stuff up as she went along trusting her 'Spider-Sense' to guide her out of danger as she could use her reflexes to dodge this guy.

"Timber we have a man down." Penny said with Crusher getting back up to try and grab her but she fluidly moved out of his way quite a few times. "No need to be grabby there's enough of me to go around."

She has to admit this was a bit fun, especially with seeing the angry look on Crusher's face as he tried and failed to grab her.

The audience was no longer booing the new arrival, in fact they actually liked 'him' as 'he' kept making jokes.

"You know I really feel a connection between us," Penny said trying not to laugh as she jumped over the guy, landing on his back. "And it's right here."

With that said she jabbed the guy on the head-holding back quite a bit as she remembered the shattered glass the other day and watched as the Crusher's eyes rolled to the back of his head and he fell over unconscious.

Jumping off as he fell, Penny landed on the ground while the stunned crowd watched with the referee counting the seconds, not that it was needed as the Crusher was out like a light.

Finally the bell dinged as the referee raised Penny's arm. "Your new champion Spider-Man!"

"Spider-Man! Spider-Man! Spider-Man!" The crowd cheered as Penny beamed a bit.

This was actually not that bad, sure there was the annoyance of being mistaken as a guy but she could get over it.

Spider-Man huh? The name was kind of growing on her.

Later on she was walking out with her cash with a smile as she was thinking of a way to give it to her Aunt and Uncle without them wondering how she got it before a guy stopped her.

"Hey Spider-Man that was a pretty good show you did." The man said with a grin while Penny raised a brow behind her mask. "The name's Ed Sullivan, I'm a TV Producer and I can make you a star."

' _TV Producer?_ ' Penny thought in surprise as he gave her a card.

"Call me if you're interested, hell keep the mask angle it's great for showmanship." Ed said giving a wave as he left. "See ya Spider-Man."

Penny looked at the card with a smile.

"I love that spider." She muttered again as things were really looking up for her.

 _ **To Be Continued…**_

 _ **Alright a first taste of Penny having her abilities-I figured it would be in her character to experiment with them and study her abilities from a scientific viewpoint first to determine what she could do along with her being excited about them in the beginning. But she's also unsure of what to do with them for the moment.**_

 _ **Also she and Harry had a small talk-it won't be the last time they talk about what happened that's for sure and we had a few more references with some criminals as people at this point think that the Hulk and X-Men are myths-when they're being covered up for now.**_

 _ **Yes Fury knows about Penny having powers because let's face it-she wasn't that careful in the beginning like how Peter wasn't.**_

 _ **Finally we have Penny obtaining the moniker 'Spider-Man' as it wouldn't really be her choice that she would take it, but she would go along with it too-hope you enjoyed her small scuffle with Crusher.**_

 _ **Alright time to answer reviews.**_

 _ **DannyPhantom619: They're good but not for a bit, haha I remember that line. No clue on which Super Villain or Villainess will have any sort of attraction to Penny.**_

 _ **Brianbaltazar45gmail .com: It will be the canon symbiote because Venom is an awesome character.**_

 _ **MightYenaIwa: Thanks and I hope you enjoyed this chapter.**_

 _ **CMR Rosa: Thanks, it's fun to type a female Peter because of what could be done in the story and it's great to hear that I have her in character.**_

 _ **Anonymouse: True on that for Theresa, damn that sucks. That would be quite a bit of drama if that does happen but I think while Norman might have that thought he would also be realistic about it. I could do that for Bruce Banner knowing the Parkers, good call. I might have both Warren and Ock do the Clones and try to make my own version. I will most likely do the original canon Symbiote with them being from space, makes things interesting. Good point on the whole idea of team ups.**_

 _ **Rachel: Thanks.**_

 _ **61394: And there will be more to come, I can promise that.**_

 _ **Butterbeer8: Thanks and I hope you liked this chapter just as much.**_

 _ **Guest3: I know what you mean, it boggled my mind in how big the age difference between Peter's parents with his Aunt and Uncle, so I wanted to do something a bit different here. And yes that's exactly what I meant when it came to her being Spider-Man to the public but I hope you liked how she got the name.**_

 _ **StarOfTime: Hope you liked how she reacted to her abilities with being a scientist first of all-something I think was missing from the comics.**_

 _ **Guest4: Hope you enjoyed this one.**_


	5. With Great Power Part 2

_**Chapter 05: With Great Power Part 2**_

A week later, Penny sat in her room, sewing a costume together, she decided to keep the name 'Spider-Man' for the show business finding it a good way to keep her 'identity' safe and to still live a normal life as Penny.

Since it was for showmanship, Penny decided on the bright colors of red and blue for the costume and sewed black web lines through the costume itself, them meeting on the chest where a black spider symbol was while a red spider symbol was on the back.

Not only that she had some 'webbing' for the armpits to help with the Spider theme she has going and the mask was red with web lines and large, silver reflective lenses.

She also added a bit of a padded bra in the costume to ensure she would look like a 'Man' in costume.

"Finally done." Penny said flexing her fingers where they were cramped, thankfully her spider-sense worked for sewing as she was able to prevent stabbing herself quite a few times.

Leaning back, Penny looked back at the money she had with $150 left, she gave $2500 to her Aunt and Uncle with a forged letter from the school where she won a small scholarship contest winning that money for them, but she had it written to where they wished to remain anonymous.

While her Aunt and Uncle were a bit surprised by that development they were extremely proud of her and happy to be able to pay off those bills, filling Penny with joy that she helped her family.

"Alright, let's try this." Penny muttered and in a few moments she stood in her room, the door closed to look in the mirror-after making sure her windows were closed and covered to see her in the Spider-Man suit with the mask off and she had to say, she did a good job making it look like a guy in a suit, especially when she pulled the mask on.

This was actually the third attempt with the mask as she had trouble with the lenses before getting the reflective lenses from the Midtown Dance Team, discretely borrowing them.

"Just one more thing." Penny said throwing her clothes on over the suit, happy that they fit perfectly underneath her pants and long sleeve turtleneck.

She still made sure to put some shoes on and took off the mask and gloves before heading to the basement, sneaking past her Aunt and Uncle who were watching an old Clint Eastwood movie.

Making it to the basement, Penny saw the beakers finished warming up along with two mechanical bracelets being on the side with levers on them.

"What spider is without its webs?" Penny joked sitting on the chair as the formula was a complete success and while she could sell it to make even more money she figured she could use it a bit more to help with the show business before making the calls for this.

Speaking of making calls, Penny checked her phone to see that it was late.

"I'll call Ed for a show tomorrow." Penny decided as she had to make a schedule to include these shows, especially with all of the plans she has for it.

* * *

"So just switch this around?" Harry asked as he and Penny were continuing their tutoring session in the school library, the latter chewing on her pencil lightly in thought, she had her glasses on to keep up appearances that she needed them.

"And add this." Penny said writing down the newer formula with Harry sighing. "Hey you're doing a lot better."

"I know but it's still annoying that every time I think I have it, a new formula comes out of nowhere."

Penny smirked at him. "Welcome to the world of Science, I hope you enjoy your trip."

"I want a refund." Harry deadpanned, continuing the little banter.

"That would imply you paid for it." Gwen commented looking up from her homework. "Besides you'd be getting your money's worth."

Harry chuckled at that with the trading barbs back and forth before Gwen spoke up.

"So did you guys check the news?"

"What scientist is it this time?" Harry asked with Gwen giving him the look.

"Actually they had that 'Spider-Man' guy who beat the Crusher on it," She said making Harry a bit sheepish while Penny immediately found the science work even more interesting. "Apparently he's doing another show."

"Really?" Harry asked as he enjoyed that little match against the Crusher and found the guy to be a bit funny. "You guys want to go see it?"

While Gwen gave a nod, Penny hesitated. "I won't be able to make it, I promised my Aunt and Uncle that I would do something." She said as she couldn't exactly sit with Harry and Gwen in the audience while doing the show as Spider-Man.

Harry looked a bit disheartened as Penny has been flaking a lot in the last week while Gwen looked at her. "Can't you make a rain check? You rarely hang out with us anymore."

"It's important," Penny said trying not to look guilty at that being brought up before saying. "But how about we head to the Mall tomorrow to hang out, the Arcade or the Movies?"

"Any particular one?" Harry asked before adopting an innocent expression. "Maybe that new Star Wars one-?"

Penny made a face as Gwen giggled. "Penny you have to be the only Science Geek to hate Star Wars." She said with Penny rolling her eyes.

"So what? I like Lord of the Rings better." Penny said stubbornly with her arms crossed before a phone buzzing interrupted them with Harry checking.

"Dad?" Harry muttered in confusion before excusing himself to walk off.

"What's really going on?" Gwen asked as soon as Harry was out of earshot.

"Huh?" Penny blinked in confusion.

"I know you well enough to know that you were lying about why you didn't want to go to the show, so what's going on?" Gwen asked with Penny fidgeting.

"It's complicated." Penny said awkwardly looking down before deciding something.

Why keep this from Gwen and Harry?

So she opened her mouth to say what it was when Gwen spoke again. "Is this because Harry almost kissed you?" Just like that Penny nearly choked on her own spit.

"Y-You knew about that?!" Her voice rose a bit before she forced herself to quiet down, all thought of telling Gwen and Harry about her being Spider-Man forgotten.

"Penny, everyone knew Harry had some feelings for you except for you." Gwen said crossing her arms. "I know this makes it a bit awkward but you avoiding him isn't going to fix the issue-."

"That's not the reason." Penny denied as she thought back to the last week and realized why Gwen came to that conclusion. "I just got a job."

That surprised Gwen. "Wait you did?"

"Yeah, when I left to head home after the whole Coney Island thing I saw my Aunt and Uncle pawning off valuables to pay for bills," Penny said looking down. "So I got a job to help them out."

"Oh," Gwen winced a bit feeling stupid for thinking that Penny was just being awkward-. "Wait, I thought you left because your Aunt texted you."

Now Penny looked embarrassed. "Okay that time I was avoiding him because I barely had time to think about it with a lot of stuff going on at the time," She confessed, thinking on her powers. "But I got over it."

Their conversation stopped when Harry came back a little annoyed. "Dad wanted to make sure I wasn't goofing off," He muttered sitting back down. "Alright so where were we on this?"

* * *

After school, Penny stopped by home to grab some extra web fluid when she saw her Uncle Ben working on the sink. "Need a hand?" Penny asked as she didn't have the show for another hour or two.

"Nah I have this thanks Penny," Ben said tightening the last pipe before pulling his head out. "How was school?"

"A little tame to be honest," Penny said sitting at the kitchen table to talk with her Uncle. "Gwen, Harry and I did a little study group during free period."

Ben gave a hum at hearing that while looking his niece over thoughtfully.

"Uncle Ben?" Penny asked at seeing that. "Is something wrong?"

"You tell me." Ben said much to Penny's surprise, taking a seat across from her.

"Huh?"

"Penny I'm no genius like you or your father but I know enough that something's been bothering you these last few days," Ben said giving a warm smile to her. "You know you can tell your Aunt and I anything, right?"

Penny went silent at hearing that and sighed. "Well it's complicated." She said looking down, thinking about everything that happened recently.

Ben gave a nod and didn't say anything, waiting for Penny to continue.

"It's just that-..." Penny shook her head and steeled herself. "I've been going through some changes-."

"Ah," Ben said thinking he understood. "Everyone goes through this type of stuff at your age Penny, you're Mother and Aunt were the same way."

Penny gave a snort as she realized what he thought she was implying. "Trust me Uncle Ben it's extremely different."

"Right, Penny there's nothing to be bothered about it, you're just changing into the person you'll be for the rest of your life," Ben said giving a sad smile, no doubt still seeing the little girl she was when she began to live with them. "Times like these are one of the most important."

Penny looked at her Uncle while the man continued.

"Because they're so important means you need to be careful too, the choices you make defines who you will be after all," Ben standing up to walk over and place a hand on her shoulder. "It's like this philosophy your father always had, one that he stuck with and made sure to teach others."

Now Penny had a curious look on her face, not hearing about this. "Really?"

"Yes, he believed that if the person had the ability to do something to help another person it was their responsibility to do so," Ben explained to her. "I'd like to think that what he meant was with Great Power comes Great Responsibility and just like your father you have quite the mind that will get you through life, how you use it though is your choice."

With that he gave her shoulder a gentle squeeze, something he did when she was a kid to comfort her and walked off to give her time to think about what he said.

Those words however were stuck in Penny's head.

With Great Power comes Great Responsibility.

Did her father really believe in that?

While Uncle Ben didn't realize she had the abilities of a spider his words were making her severely think about what she's done with them.

And what she could do-.

' _What am I thinking?_ ' Penny shook her head as she thought about people like Iron Man or Captain America that fought for people with their Great Power.

She wasn't a hero she was a teenager.

And right now her Responsibility was to her family who needed the money. Which was why she had to do this show.

* * *

Later that evening, Penny was sitting in the dressing room, dressed as Spider-Man after sneaking in much to Ed's surprise, he knew it was 'him' because 'Spider-Man' called and told him what he would be wearing.

"Have to say you look a lot better than you did last time." Ed commented with Spider-Man giving a laugh.

"Thanks Mr. Sullivan, I figured if I was to go into show business I needed a better look." Spider-Man said her voice being muffled by the mask helping her sound like a guy, leaning back in her seat. "So how do we do this? Do I have to sign something or-?"

"I'd rather wait until a few shows before we do the signing to make sure you can bring in the crowds." Ed said as he was an honorable man in this type of stuff. "You do have a plan right?"

"I thought of a few things while making the costume." Spider-Man said not letting on.

A few moments later, Spider-Man was wowing the audience with quite a few tricks as she jumped in the rafters with the light shining on her, easing her way through obstacles that would leave gymnasts green with envy before jumping off, diving headfirst as she shot a web line already knowing the web shooters as she was calling them would work from practice in her basement-now hanging upside down while she descended.

"Amazing! Seeing his feats with Crusher is one thing but this is something else entirely," Ed said in a microphone as Spider-Man gave a thumbs up before remembering that she was upside down so she quickly reversed it to the audience's amusement. "What will Spider-Man do next?"

Clasping her feet on the web, using them to stick to it, Spider-Man shot various web lines to the wall, even above the audience, much to their wonder, slowly bringing them together to make a giant Spider Web.

"For the people who clean up, don't worry this stuff dissolves in an hour." Spider-Man called out earning some laughter as she now stood in the middle of her very own Spider-Web. "Come into my parlor."

They were really loving the act she was putting up as she crawled on the web, above the audience, spotting Harry and Gwen who were looking up at her-not knowing it was Penny.

She even saw Flash, Sally and the other popular kids watching while cheering.

That made her smile under the mask before she kicked off the spider web, doing a backflip while making a web swing and landing in it swinging a bit, earning cheers.

This was going great and she was just beginning.

However Ed decided that was enough. "Give it up for Spider-Man," He said with the crowd cheering, whispering when Spider-Man was close enough. "Don't show them everything, keep some stuff hidden for the next show."

"Got it Mr. Sullivan." Spider-Man said trusting him as the man was an expert here.

Meanwhile in the crowd, Phil Coulson was eating some popcorn. "Have to give her credit, she does make a good show-I feel like I'm at one of Stark's Expo after he came out as Iron Man," He said to Romanov who was sitting next to him, the two deciding to watch this to get a feel for Parker's abilities first hand. "If we didn't know about the Spider, we would've just theorized technology and gymnastics or even the X-Gene."

"Flexible, smart, can move fast and strength from how she launched herself," Romanov listed off what she saw. "She would make a good agent if given the training."

But right now she was pretty sure the personality wouldn't fit, especially with how Parker was using her skills like a toy.

"We'll talk to her about that when she's 18." Coulson said knowing that Fury wanted them to just watch her but keep their distance. "Think she would be good for the Avenger's Initiative?"

"We'll have to refer to Fury for that one."

Across the audience however, Harry and Gwen were talking animatedly about what they saw. "Man did you see that jump? Incredible." Harry said thinking of all the stunts shown. "It's too bad Penny couldn't be here to see it."

"Chances are it'll be on Youtube soon, so she'll see what she missed." Gwen commented with a giggle when her phone buzzed. "There's always next time."

"Yeah, but at least there's the Charity Event that Stark is doing next week, we're sure to see him in his Iron Man suit-," Harry stopped when he heard Gwen gasp in shock. "Gwen?"

"We need to go to Penny's now!"

* * *

In no time, Spider-Man was paid in cash for the show and found herself whistling as she walked home, back to being Penny after leaving the area and taking care not to let Harry or Gwen see her.

That was awesome and thrilling.

"I guess I do have a knack for showmanship." Penny thought, checking her phone as she began to walk in Queens after crossing the bridge, pausing at seeing quite a few messages, her phone now buzzing from Gwen and Harry trying to contact her.

Not sure what that was about, Penny was about to check them only to hear sirens and look up to see Squad Cars at her house while an Ambulance was leaving.

Eyes widening, Penny nearly dropped the phone in shock and ran at the house where some officers were trying to stop her. "Ma'am this is a crime scene-." A female officer tried to say but Captain Stacy saw this.

"Let her in DeWolff, she lives here." Stacy said the Officer pausing at hearing that before flashing Penny a sympathetic look.

"Captain Stacy?" Penny asked seeing Gwen's father, before she saw them wheeling a covered body out of the house and her breath left her.

She didn't even know she was close to hyperventilating until Stacy placed a hand on her shoulder. "There was a Home Invasion a few moments ago, your Aunt is currently being transported to the Hospital for treatment," He said pausing before letting it out gently as he hated this part of his job. "Your Uncle didn't make it."

"Penny!" Penny didn't even register Harry and Gwen's voices as the other Officers attempted to bar them from entering before Stacy gave the sign to let them in.

"Penny oh God I am so sorry." Gwen said while Penny was numb, not even hearing her.

Her Uncle was dead… A burglar broke into their home while she was doing the show and killed her Uncle and just hospitalized her Aunt.

"Penny?" Harry asked when she wouldn't respond and he placed a hand on her shoulder, feeling her tense not knowing of the red, hot anger clouding her vision.

"Dad, is it alright if Penny stays with us for the night?" Gwen looked at her father not wanting her friend to be alone.

"I'll give you kids a lift." Stacy offered right as the radio went off.

" _ **We have a 340, a nut job just tried to rob the local Popeyes not even two blocks from where you are,**_ " Stacy and Dewolff, grabbed their radios. " _ **We've chased him to an abandoned Acme Warehouse where he barricaded himself in, we think it's the same guy from the 211 turned 187 in Queens.**_ "

Penny blinked, knowing what the codes meant as she heard them enough times from when she did hang out with Gwen.

It was the same guy who did this, and she knew exactly where the Acme Warehouse was.

"DeWolff, you go there to get him, I'm taking the kids home-." Stacy began only for Penny to push Harry and Gwen away and run off.

"Penny!" Harry called out in surprise.

Giving a slight curse, Stacy tried to follow but quickly lost her. "Kid, don't do anything stupid." He muttered.

Penny was jumping from rooftop to rooftop, stripping down to her Spider-Man costume with nothing but pure rage in her eyes, placing her clothes in the backpack she had with her.

Pulling the mask on over her face, Spider-Man kept jumping from the rooftops before finding the warehouse and swinging in, seeing an open window big enough for her to crawl through where her light colors actually blended in with the dark.

"We're not going to wait here all night, be smart and cooperate!" She could hear one of the Officers call in, none of them seeing her while she saw a single shape in the shadows, not being in front of the window.

"Take you with me if I have to." The man muttered holding a gun, making Spider-Man see red as that was the same gun that killed her Uncle. "Going to get out of here, one way or the other."

"That's what I was hoping to hear," Spider-Man snarled, her voice echoing around the warehouse the man pausing in fear, thinking one of the cops got in. "How would you like to exit, through the window or in a body bag?!"

With that, Spider-Man jumped down, scaring the guy as she landed in front of him.

"Murderer."

The guy screamed and went to shoot but Spider-Man was already on the move with her Spider-Sense warning her ahead of time, giving the chance for her to grab his wrist, easily shattering the bone as the gun went off, firing at the wall.

The Police outside ducked behind cover on hearing the shot, thinking that he was shooting at them. "Everybody get down."

Dropping the gun as he stared at his now mangled wrist, the man looked up as Spider-Man grabbed him by the front of the shirt and slammed him into the wall making it crack as he felt pain in his body forcing him to cry out from the force of it.

"What's wrong, did that hurt?!" Spider-Man asked in anger, spinning around to throw the man across the room where he rolled, aggravating his injuries.

On not hearing anymore gunfire, one of the cops outside poked looked at his partner while holding his pistol. "Think he popped himself?

"You wish."

Back with Spider-Man, she finally grabbed the guy. "Get up, we aren't do-," She stopped finally seeing his face as the light from the window shone on him. "N-No."

She dropped the guy who fell like a sack, unconscious from the injuries.

It was that guy.

The guy from that day.

' _Hey stop that guy!_

 _The store owner called out as the man ran towards Penny._

 _Instead of listening to that, Penny quickly got out of the way as the man took a moment to give a nod of thanks for not doing anything 'stupid' with Penny seeing the man had blonde hair and brown eyes with a scruffed face._ '

Spider-Man took a step back, placing a hand on the wall to keep her balance the shock of this overwhelming her.

' _What the hell was that?! All you had to do was trip him and he would've been eating pavement._ '

"It can't be." Spider-Man muttered taking her mask off to show her face, tears streaking down her cheeks.

' _Sorry but do I look like the police to you?_ '

"T-This is all my fault." Penny said, realization kicking in before she heard the door being kicked down.

At that, she quickly pulled her mask on and jumped, climbing out the window and running into the city.

Eventually she sat on a building right next to one of the stone gargoyles, her legs up to her chest as she let it all out taking the mask off once more with tears streaking down her face.

It was her fault.

If she just stopped that guy.

If she just tripped him instead of moving then Uncle Ben would still be alive and Aunt May wouldn't be on her way to the Hospital.

"I'm sorry." Penny whispered, her shoulders shaking-.

"Help!" Penny's head shot up as she looked down in the alley she was above to see someone get thrown into the wall by a group of people, members of the Rolling Seven, some of them had switchblades out.

"No one to hear you dumb ass." One of the Gang Members said with Penny tensing before remembering the last time she ignored a crime.

With Great Power comes Great Responsibility.

Eyes hardening in resolve, Penny quickly wiped her eyes before pulling the mask on and jumping down there, connecting two strands of webbing to two surprised Gang Members.

' _I understand now._ ' Penny thought kicking one of them back, not even looking as she caught a wrist holding a knife due to her head buzzing. ' _I was selfish._ '

She didn't waste anymore time to cocoon the rest of them in webbing and checked on the person she saved who looked at her in shock and fear before she ran up the wall.

' _So selfish and everyone paid the price. Uncle Ben did. Aunt May did… I did._ ' Penny paused seeing someone about to get hit by a speeding car and swung in to grab them before it could happen. ' _I'll never forget that._ '

After letting go of the shell shocked person, Penny chased after the speeding car and put a stop to it-discovering that the brakes in said car failed and got the driver out safely while the car was in the air with webbing.

' _I could've stopped that man and I didn't… I'll never forgive myself for that._ '

Penny climbed to the top of a building to see it's neighboring one on fire and didn't hesitate to break through a window that was half broken, calling out to see if anyone was there, finding a small child and scooping them up to get them to safety, running out of webbing in the process.

' _For some reason I out of many people were given this power and like Uncle Ben told me I have a responsibility that comes with it._ ' Penny sat on the edge of a building with the sun beginning to rise, her mask off to show her eyes had rings under them and were bloodshot from the lack of sleep that night and her hair disheveled along with some soot on her face and suit. ' _I swear I'll never turn my back on anyone ever again._ '

Penny held her mask with a determined look.

"I swear as Spider-Man." She said gripping it tightly.

* * *

It was around late afternoon when Penny made her way to the hospital, sneaking into her home to get clean clothes and wash herself up to get rid of the smoky smell, hiding the Spider-Man costume in the attic for the time being.

"Penny!" The girl barely walked through the doors when Gwen rushed over and practically tackled her, not letting go in case her friend tried to run off again. "Are you out of your mind?! We were worried sick for you."

Harry was right behind her, placing his hand on her shoulder, looking just as worried. "We looked all over for you." He said seeing how she looked ready to drop from exhaustion.

"Sorry." Penny mumbled looking down. "I-I wasn't thinking straight."

"You think?!" Gwen asked sharply, not out of anger but worry.

"H-How's Aunt May?" Penny asked looking up with dread.

Harry and Gwen went to open their mouth but another voice spoke up.

"She pulled through." Penny's head snapped over to see Eddie who looked at her with concern. "Right now she's resting but the doctor should let you see her sis."

"Eddie?" Penny asked before running over to hug him as he sighed and returned the hug.

"Harry and Gwen called me after you ran off like that," Eddie explained to his adopted sister before he gave a stern look. "After you see Aunt May you are going to get some sleep alright sis?"

He might have to make more visits to the Parker Household to check up on them after this.

Penny didn't argue as she gave a nod, yawning in the process.

 _ **To Be Continued…**_

 _ **Man this took awhile and I'm sorry about that, had a lot of stuff to do.**_

 _ **First things first, people brought to my attention that I had Penny grow 2 feet in the span of the night-that was supposed to be inches sorry for the typo. Now that that's out of the way I really hope you enjoyed this chapter in particular as I wanted to delve into Penny's mind when she not only lost her Uncle but nearly lost her Aunt as well, hopefully you enjoyed it along with the character interactions.**_

 _ **Next chapter will be her gaining a bit of a reputation was New York's Newest Hero, so hope you'll enjoy that but first which of her rogues would you be interested in seeing first?**_

 _ **Alright time for the Reviews.**_

 _ **DannyPhantom619: Well she won't get a publicist for awhile because it wouldn't be a Spider-Man story without Jameson doing that but she will eventually. You can expect for X-23 and Penny to be good friends in the future, but not for awhile.**_

 _ **StarOfTime: Well I think Peter never told his Aunt because of her age and didn't want to set off a heart attack from her worrying-like in Spectacular Spider-Man when he fought the Sinister Six for the first time. And while Penny is different from Peter she's just as secretive and those secrets will strain her in the beginning of her career as Spider-Man. Also Flint Marko only killed Ben in the Sam Raimi Movie, it was only Carradine in this story as I'm going by the comics only. And I think there was a fic where Ben survived? Spider-Man Reborn by The Hammer-although it get's really freaking dark near the end. Finally she might like Harry but that's left up in the air as it could go that way or I could do a different pairing, haven't decided yet.**_

 _ **Rachel: Yeah thanks for that, I meant to type inches but I was talking to a friend who was measuring something while I was typing and unintentionally put feet.**_

 _ **Superspartan117: Thanks and I hope you continue to enjoy this story.**_


	6. Learning on the Job Part 1

_**First off I need to say this before you read this story… I'm discontinuing my Harry Potter/Overlord story.**_

 _ **I-I just can't focus on it as much as the others and the pressure to write is is getting to me. I hate discontinuing it and I've really been thinking it over this last month, I'm sorry for those of you that enjoyed reading it. I may continue it someday but for now it's considered discontinued.**_

 _ **Chapter 06: Learning on the Job Part 1**_

"Well let's see what our esteemed competitions is up to." A man said holding up a paper.

On it said 'A New Hero on the Rise?' using a blurry picture of Spider-Man.

"My how interesting and now for the Globe?" He held up another paper headlined 'A Spider among Men?'

"Now what did we publish?" The man now held up a paper titled the 'Daily Bugle' with the headline 'The Kingpin: Fact or Fiction?'

"It's a crap story and not a decent photograph to go with it." The man slammed the Paper down showing his face with dark hair, turning grey with a cigar in his mouth. "What do I pay you people for?!"

He stood up and looked out the window.

"Out there there is a guy in his pajamas calling himself Spider-Man and we are the only paper not getting on it, that's what we need to do!" John Jonah Jameson stated a look of interest on his face. "That's the story we need! That's what sells papers! I want to know everything about him. Why is being a Boy Scout in his Pajamas? What's his Birth Sign? Is he really trying to help or is this all an elaborate plan of his? More importantly I want a damn decent picture of this maniac."

"Jonah no one has even got a glimpse of this guy, even the picture that the Journal got was blurry." A dark skinned man said to his old friend with Jameson shaking his head.

"Then put an ad in the paper, money for a picture of Spider-Man, there has to be somebody out there who can get a picture of him Robbie!" Jameson said before turning to another man who had auburn hair and a beard. "Ulrich I want you on this story!"

"What? But Jonah I'm close to getting-."

"The 'Kingpin' can wait until you get the evidence, people want to hear more about this Spider-Man." Jameson snapped to him. "Get to it Star Reporter, find out what you can starting with Edward Sullivan, he's the one that knows the most about this Spider-Man."

Ben Ulrich frowned before relenting, knowing his boss wouldn't give up.

"Foswell, I want you to find out as much as you can about this Wall Crawler!" Jonah looked at Frederick Foswell a man with brown hair. "Comb the streets with your contacts to find out what you can."

"On it boss." Foswell gave a lazy salute.

"Well what are you all waiting for a promotion?" Jameson asked with them all there. "Get going!"

* * *

Penny yawned as she walked down the stairs in her pajamas, rubbing her eyes tiredly.

"Morning Uncle Be-," Penny stopped seeing Eddie who gave her a worried look as she winced. "Uh sorry bro."

It's been two days since Ben Parker was shot and killed and with her Aunt hospitalized, Eddie was currently staying in his old bedroom as he felt that leaving her by herself was a bad call. To be fair she did that on instinct but she wished she didn't.

"Morning sis, you sleep well?" Eddie asked seeing the bags under her eyes while Penny idly looked away. "You want to talk about it?"

"I'm fine." Penny muttered wanting to get some coffee to avoid this as she didn't really sleep because she was out the other night as 'Spider-Man' making sure to stop some crimes.

But Penny also didn't want to talk about this because she knew she would break down crying.

Eddie just watched as Penny made it to the coffee machine before he spoke. "I remember you saying the same thing when your parents left with mine," He said making Penny tense, holding onto a coffee mug. "Just like how I did, Sis we should do this to ourselves again."

The more he spoke though, Penny began to grip the coffee mug and saw it crack, making her ease up and place it back to grab another, placing it on the counter to avoid cracking this one.

She would have to get rid of the cracked mug later.

' _Right, Uncle Ben was family to Eddie as well._ ' Penny had to remind herself that she wasn't the only one suffering here because May and Eddie were going to miss Ben terribly. ' _But I'm the one that allowed for this to happen._ '

That's something she can't talk about because how would a person react to hearing that their inaction caused a loved one's death like that?

"You don't have to talk about it now Sis, but don't lock it up either," Eddie told her with a pained smile. "Think you can do that?"

After a second Penny gave a nod with Eddie smiling at her before his phone beeped. "That the lab?"

"Yeah, the Doc needs me to come in early." Eddie muttered as he took the other day off to keep an eye on Penny but it seemed that something big came up that Connor's needed help with.

"Hey I'll be fine, I need to go to school anyways." Penny said making Eddie give her a look. "What?"

"Penny you look like you're going to keel over any second," He said making her wince. "Besides it's Friday, I think you can afford to take another day off."

"I just need to do something normal." Penny said due to how she took the day off from school the other day because of what happened.

"Then visit Aunt May after you get some sleep." Eddie told her no room for argument in his tone.

After a moment, Penny gave a nod looking down while Eddie grabbed his jacket before the guy sighed and gave her a small one-armed hug with a grin.

"If you need anything just call, alright?" Eddie asked with Penny giving a nod, watching as he left.

The second he was out of sight, Penny sat down and placed a hand on her forehead.

Penny didn't really want to sleep because the last time she did she had nightmares, but she knew that she would have to if she wanted to go on Patrol that night too.

Speaking of which, Penny turned on the TV to watch the News right in time for the breaking news sign to come up.

" _ **There have been multiple reports of the entertainer known as Spider-Man being seen stopping multiple crimes,**_ " A reporter with dark hair named Whitney Chang began with Penny watching showing some interest considering it was about her. " _ **While some are probably calling this a publicity stunt to further his career, others are questioning what brought on this change?**_ "

"Publicity stunt?" Penny muttered in annoyance even though she could see why they thought that.

She continued to watch the News as it showed interviews with some people-some of them were the 'would-be' victims she ended up saving saying they were grateful that 'Spider-Man' helped them.

Others… They were less than flattering.

Penny just shook her head when it finally ended the breaking news for her and went onto another 'top' story that made her pay attention with wide eyes.

There's been a stabbing in Rykers Island, a prison off the coast of New York City's Harbor.

The victim was Dennis Carradine the killer of Uncle Ben.

As the story went on, Penny just felt numb looking at the picture of the guy.

A part of her felt relieved that he was dead and that scared her but another part of her found it suspicious.

The guy just ends up getting shanked not even two days after he was arrested? From the thrashing she gave him as Spider-Man, he should've been confined to a medical bed.

After a second Penny sighed.

Maybe the lack of sleep was making her overthink this? The guy probably had a lot of enemies and one of them acted on it.

As the weather began, Penny turned the News off and sighed, heading to go to sleep.

* * *

Norman Osborn found himself intrigued as he watched the News, rewinding it a bit to show the being called 'Spider-Man'.

The moment he loses the Oz-Enhanced Spider, this being emerged? It was way too much of a coincidence.

Especially considering the fact that the color scheme was the same as the Enhanced Spider. He will be checking it if he ever gets a blood sample, but he was positive that this was the fruits of their labor.

"We did it." Norman said with a laugh while Octavius watched, using one of his metal arms to sip a cup of coffee. "You see Otto? That man right there is the result of our work."

"It is intriguing, but we can't exactly claim that without Fury knowing that you lied about the spider that is if he doesn't know already," Octavius pointed out, a frown on his face despite the intrigue one could see in past his eyes as his goggles were covering his bangs before a smirk covered his face. "If that's the result of the spider what pray tell will the result of the Scorpion be?"

"Sadly we won't be able to do that with Fury breathing down our necks." Norman said cupping his chin before an idea overcame him. "Unless-I might have a solution to our problem."

Octavius looked at Norman with interest. "Oh?"

"Yes a way to get Fury off our backs and to continue our research," Norman said before looking at the screen now showing a picture of Spider-Man taking on the Crusher. "And if we play our cards right, get our investment back."

* * *

Across New York, another man was watching the News at the same time, his fingers clasped together while he sat in a seat with a dark look.

If one saw the man they would be amazed by his sheer size alone, dressed in a white suit with a purple shirt on underneath it, a cane near the desk he was at with a red jewel on the top.

"How much?" Wilson Grant Fisk asked his voice promising pain if he didn't get an answer.

"Thankfully not that much, this guy only messed with three operations the other night, a few drug deals between the Gangs, chances are he doesn't even know you exist Mr. Fisk," His ally who wore a green suit, smoking a cigar said. "The Maggia are already talking about putting a hit on him but have yet to act."

Fisk gave a nod, hearing changing the News to the video recording of this 'Spider-Man' messing with one of his operations. "He could be a problem." He muttered in disdain.

He already had one 'vigilante' to deal with in Hell's Kitchen, he didn't need a bug-themed one messing with his operations especially one with the agility this one showed.

"Call your Enforcers," Fisk ordered with the ally giving a nod. "And tell the Owl to keep an ear on the streets for more information on this Spider-Man."

* * *

Penny opened her eyes as her 'Spider-Sense' was buzzing before she sat up, wondering what could've caused that as she was in her bedroom, the covers fell off of her to show she was wearing a sleeveless shirt, one of the straps going down her arm before she fixed it to hear a knock.

"Penny, you in there?" Harry's voice came through before Penny saw her Spider-Man suit on the floor and suddenly realized just why her spider-sense went off and quickly made a grab for it, tripping on the blanket to go sprawling on the floor, but she managed to land on it right as Harry opened the door in worry at hearing the noise. "Are you alri-."

Whatever Harry was going to ask died before he turned around red in the face.

That was when Penny remembered that she only had on the shirt and a pair of underwear making her flush a bit. "Uh hey, c-can you give me a moment?"

"R-Right." Harry quickly closed the door, giving Penny the time to get off of the costume, kicking it under her bed to hide it from view.

"I really should hide that better." Penny muttered embarrassed by what just happened.

A minute or two later she came out in a pair of pants and a blue sweater and walked downstairs to see Harry and Gwen, the latter looking very amused, guessing that something happened from Harry's face.

"What's up?" Penny asked with a smile, trying to forget what happened to avoid any awkwardness.

"We brought you the classwork you missed." Gwen said gesturing to it on the table.

"Classwork, just what I need," Penny quipped, sitting in the chair a genuine smile going across her face. "Thanks guys."

And she meant that, just something normal to get her through the day.

"And we brought a movie." Harry said pulling a Box Set out from his backpack. "The Lord of the Ring's Trilogy."

Penny blinked at that. "You guy's don't have to-." She began knowing what they were doing but Gwen shook her head.

"Nope, don't even think about finishing that," Gwen said giving Penny the look, a smile going across her face. "So what do you want to do first? Movie or Classwork?"

Penny looked between them, knowing that they were trying to distract her from what happened with Ben and smiled as it was working before she checked the time.

They could watch one movie before she visited her Aunt.

"For the Shire." Penny quipped her friends smiling.

As they began to watch the movie though, Penny kept quiet about seeing the concerned looks they shot her every few moments.

* * *

"So you have no idea who Spider-Man is?" Ulrich asked Ed as he was writing on a notepad with the man shaking his head. "Or why he changed careers so suddenly?"

"Not a clue, I was just as surprised as everyone else when he began what he's doing right now, it's a shame really he had a lot of talent," Ed commented with a sigh before Ulrich saw a worried expression on the guys face. "The kid would've gone places."

"Kid?" Ulrich asked in surprise while Ed shrugged.

"He sounded like one, but I can't really confirm that," He said to the reporter. "I might not've known him for long but I'm good with first impressions, he's a good kid."

* * *

"Penny, I'm telling you that I'm fine," May said sitting up in the Hospital Bed while her niece was visiting. "Just tired."

"Aunt May you were shot," Penny said a look of concern on her face knowing she was lucky not to lose her Aunt like she did with her Uncle. "I think my concern is warranted here."

"You sound like Ben." May said quietly with Penny freezing up a bit, knowing that what she was feeling May was feeling ten times worse.

Reaching over, Penny grasped her Aunt's hand gently with a sad smile. "I'm sorry I wasn't there." She said sadly knowing that if she just stayed home that night or wasn't selfish then Ben would still be here.

"Penelope Mayday Parker don't you dare blame yourself for this," May said sharply surprising Penny. "You were at the Library studying and thank God you were because I don't think I could've handled losing you along with Ben."

"But I-." Penny tried only for May to shake her head.

"You're a fourteen year old girl, not the police you had no way of knowing that man would be there or what would've happened and even if you did what would you have done?" May asked not letting Penny do this to herself.

Penny just looked away, knowing that May didn't know about her abilities and from how she was acting she didn't want to mention them or her new nightly activities as May didn't need the stress.

May however saw her looking away as something else and gently placed a hand on Penny's cheek to have her niece look at her. "Ben wouldn't want you to blame yourself Penny, it hurts that he's not here and that pain won't go away for a long time but we'll move on," She said trying to be strong for Penny before changing the conversation, seeing that she needed time to process that. "Now how is your studies going?"

"They're going good." Penny said her voice quivering a bit, smiling at the change.

* * *

Penny wished she could've stayed but ended up having to leave and was now in the elevator before seeing someone walking towards the elevator in a business suit with sunglasses and a cane with red hair.

With a shrug, she kept the elevator door open knowing that if anything happened she could take care of it easily, besides her Spider-Sense wasn't picking up anything strange about the guy.

Besides he was obviously blind so she wasn't too worried.

"Thanks." The man said with a kind smile.

"No problem." Penny said with a shrug, pressing the first floor with the elevator closing and she just waited as it went down before a phone buzzed.

The man sighed and answered it. "Murdock here." He said quietly, frowning a bit. "Foggy calm down what happened? … Okay I'll be there soon, tell Karen to wait there alright? Yeah I know, be careful."

Penny wouldn't lie if she said that she didn't find that interesting before speaking up. "Did something happen?"

The man shook his head, not wanting to talk to a kid about this… Sensitive incident. "Just something connected to a court case I'm working on." He said thinking that would satisfy her curiosity before he tilted his head.

Now that he focused, there was something off about this kid's heartbeat, not in a bad way but it just seemed… Healthier than a normal one.

Not just that but her breathing and stance had his senses working overtime.

"But where are my manners, Matthew Murdock." Matt held out his hand.

After hesitating for a split second, Penny returned the gesture. "Penny Parker." She said with a friendly smile before her spider-sense chose that moment to buzz lightly.

That put her on edge as there wasn't anything in here but this Murdock guy who wasn't even doing anything… So was her spider-sense giving a false alarm or was it doing something she didn't know yet?

At the same time, Matt her her heartbeat increase along with her breathing giving a slight change showing confusion and… Fear?

That along with the handshake that tensed a bit was enough for Matt to confirm that she was much stronger than a teenage girl should be.

' _She's either a Meta or a Mutant._ ' Matt thought gruffly, thinking that last one would explain the nervousness due to the Mutant Stigma that seemed to be around despite the world still being in the dark about them.

The elevator finally stopped as both of them walked out. "Well it was nice to meet you Mr. Murdock but I need to head home." Penny said with Matt giving a nod as he had to hurry back to his Law Firm.

"Be careful on your way to Queens Miss Parker." Matt warned her knowing how dangerous the streets could be, although he had a peculiar feeling that she might be able to take care of herself.

He would have to keep an ear out for her while in the field.

Penny gave a nod before remembering that this guy was blind. "You too-wait how did you know I'm from Queens?!"

Matt just gave a small smirk. "Your accent." He said with Penny staring incredulously before deciding to just get out of there.

As she left, Matt fingered his sunglasses and began to walk in the opposite direction.

* * *

"You're late." The ally of Fisk said as he looked at his watch, being approached by three people.

From left to right they were Montanna, a man wearing a white suit with a cowboy hat and a whip attached to his waist, Ox a huge muscle-bound man with red hair wearing a yellow shirt and a brown vest and Fancy Dan a man in a purple suit wearing a yellow fedora with two pistols strapped to his side.

"Nice to see you too Big Man." Montana commented to their leader with a smirk. "What's the occasion?"

"Yeah I was enjoying our vacation." Fancy Dan said flicking something off of his suit.

"The Kingpin wants us to take care of a pest that decided to interfere in his business." The Big Man stated with Ox now listening intently.

"The Devil?" He asked in a cold tone no doubt remembering a past encounter with the Devil of Hell's Kitchen and was slightly disappointed when the Big Man shook his head.

"No, a bug." The Big Man took out a folder and handed it to Montana who opened it, quirking a brow when he saw the pictures.

"Is this a joke?" Montana asked seeing this.

These vigilantes were getting weirder everyday.

Besides that Daredevil there was that psychotic guy who worshipped the moon in LA that they ran into last year and that bulletproof ex-con in Harlem who calls himself a Hero-For-Hire.

"The Kingpin doesn't joke around with stuff like this, he wants this bug squashed." The Big Man stated looking at them. "And you three are going to do it."

After a second Montana gave a nod and passed the folder to Fancy Dan. "How much time do we have?" He asked with the Big Man thinking on it.

"A minimum of two weeks, that should be enough time to put together a pattern for this Spider-Man." The Big Man said knowing that while this meant that Fisk might lost more business it was necessary as they had to put together on how this new vigilante worked.

* * *

That evening, Penny was in her bedroom, dressed in her Spider-Man gear with the chemistry set holding more containers filled with web fluid that she was putting in cartridges to use for later, she had a white-makeshift belt that she made with pouches on them to hold the extra webbing.

It wouldn't do to run out mid-swing or when she's in the middle of the city after all.

Besides, this kept her busy pretty well when she was by herself.

Plus what hero doesn't have a utility belt?

Penny had to stop herself from snorting a bit.

She was pretty much a dollar store hero thinking back on it with a spandex suit, a tacky belt and bracelets that shoot webs.

' _I'll have to see about upgrading my equipment eventually._ ' Penny thought to herself looking over her stuff.

Right now her best piece of equipment were the web shooters and that was both her main weapon and her mode of transportation as she found that it works pretty well for swinging through New York's skyscrapers.

But she didn't have much money and her show business was kaput because of her becoming a vigilante.

So where could she get the parts to upgrade her equipment-?

An epiphany struck Penny who perked up.

"The Junk Yard." She muttered knowing she could find parts there-sure they would have to be cleaned and she needs to look to make sure they would still work but it was the best chance she had at getting supplies to work on her gear.

Or at least until she finds a stable way to get money.

But for now she would make do with what she had and latched the Utility Belt around her waist, making sure it was secure before grabbing her mask and web shooters, turning the light off and locking the door.

Moments later she was swinging through New York City after hitching a ride on a bus across the bridge.

Doing a flip, Spider-Man landed on the side of the building and overlooked the city with a sigh.

It was actually pretty quiet tonight.

And that meant that Spider-Man had time to think.

Just what was she hoping to accomplish with these night activities?

Yes she promised to never turn her back on anyone ever again after last time but she wasn't sure on the 'how' to be a hero.

There's not really a handbook to this type of thing and she's pretty sure Justice League comic books wouldn't really help her out at all.

Right now it's just being on patrol to take on street criminals who are trying to take advantage of other people.

But is that enough?

"Help! Somebody plea-" Spider-Man's head shot up hearing a cry for help and quickly swung towards it, hearing it get cut off.

Landing on a Fire Escape, he could see a group grabbing a group of women that looked like they were out clubbing. "Be quiet!" One of the men said before barking orders at his men in a different language with two of the women being pushed into a vehicle that drove off before he could make any moves.

While she might now know what they were saying, Spider-Man recognized how Russian sounded and realized what was going on.

The Bratva.

While she might know a lot about organized crime in New York she heard enough on the News to know bits and pieces.

And the Bratva were the only Russian Mafia Organization in New York unless another one set up shop. Along with the fact that the New York faction was notorious for Human Trafficking.

Eyes hardening behind her mask, Spider-Man jumped off the fire escape and webbed a few people back to save the remaining women there.

One of the men went to shoot Spider-Man but she webbed the gun up and drove a fist into his face, a loud crack filling the area as the man was sent to the floor hard with blood flowing down his now broken nose.

"Get out of here and call the Police." Spider-Man told the remaining woman while the members she pulled back with the webs quickly got up to surround her.

Spider-Man tense while glaring at the men before smirking. "All of you against little old me?" She asked with a hint of a smirk. "Don't worry my adoring fans all of you will get a chance."

She jumped to dodge gunfire, webbing the guns up to render them useless while hearing them curse in Russian.

"Ah yes po'shyol 'na hui, mu'dak you as well, whatever that means." Spider-Man quipped the Bratva members now pulling out knives and rushing her.

Trusting her Spider-Sense, Spider-Man weaved around the strikes throwing out punches and kicks of her own and before long each of the men were down for the count except for one who she grabbed and jumped to the top of the fire escape.

' _Okay I saw this in a Batman comic, here's hoping it'll work._ ' Spider-Man thought holding the guy out to where it looked like she would drop the guy if he tried anything, making him pale.

"Here's how this'll work." Spider-Man said trying to do her best dark voice. "You tell me where that truck is going or you go splat, got me?"

"The hell is wrong with your voice?" The man asked in disbelief as it sounded more annoying than dark.

Spider-Man gave a sigh. "Just give me the location of the truck."

"Or what?" The man asked with a glare.

Spider-Man just loosened her grip making the man drop a few inches. "You really want to play this game?"

Okay sure Spider-Man knew that she wouldn't do this, but hey this guy didn't know that.

"I'm no traitor to the Bratva!" The man told her as Spider-Man was wondering how to get him to talk before getting an idea.

' _I won't have long to do this, but first I'll need to blind him._ ' Spider-Man quickly covered his eyes with webbing.

* * *

The Bratva member shook his head when he got his sight back only to find himself suspended in a large spiderweb where Spider-Man was crawling on it in a very spider-like fashion creeping him out as they were underneath a bridge.

"Ready to talk?" Spider-Man asked casually sitting up before jabbing over her shoulder. "Or does my friend get a free meal?"

Looking confused, the Bratva looked only to see a giant spider shadow looking down on him making him pale. "The fuck is that?!" He shouted in fear, nearly making Spider-Man chuckle.

It was in fact just a spider made of webbing that Spider-Man quickly put together to add some fear, using some wood she found to help model the shape.

This wouldn't work in the daytime but this was perfect for getting this guy to cooperate at the moment.

"That is a Giant Spider that will devour your flesh if you don't tell me what you want-or shove an egg sack down your throat to have baby spiders eat you from the inside out," Spider-Man said casually-all empty threats but the guy was looking even more fearful. "So should I leave you alone with my friend or-?"

"I'll talk!" The Man cracked under pressure. "Just keep that thing away from me!"

"Got it, now tell me where that truck was going." Spider-Man crawled to the guy, wanting answers.

"It's heading for the Docks in Hell's Kitchen!" The man explained with Spider-Man giving a nod. "Along with other shipments."

"Other shipments? For who?" Spider-Man questioned in surprise, the man hesitating not meaning to let that slip. "Hey pal you mind coming over here to-."

"Wait-wait no the other shipments are drugs and weapons!" The man said fearfully. "The Maggia are the buyers, we just get the product!"

"Thank you for the information." Spider-Man said with the guy looking relieved.

"So you'll let me go?"

Spider-Man just chuckled and webbed his face to blind him.

The next time he could see, the Police found him hanging by a light pole.

* * *

Now entering Hell's Kitchen, Spider-Man couldn't help but be wary as she moved along towards the shipping docks.

She knew there was another Vigilante in this part of New York and didn't want to run into the other guy so she had to be quick with this.

Eventually she made it to the docks where she saw the same truck, only it was empty and landed on a container being held by a crane to overlook the area without being seen.

There… Were a lot of people here, way too many for her to just go in webs blazing.

The most she ever took on at once were six people, there were over twenty down there, all with rifles.

' _I could call the Police and let them handle this._ ' Spider-Man thought trying to think of a way to get this done before her Spider-Sense went haywire right when something landed behind her.

"I'm only going to ask this once kid, who the hell are you?" A dark, gruff voice asked with Spider-Man slowly turning her head to see the protector of Hell's Kitchen himself dressed in red light body armor with two D's on his chest, glaring down at her, holding two Billy Club, ready to fight, his face covered by a red mask that had two small horns poking out.

' _Oh boy._ ' Spider-Man thought her heart now hammering against her chest, really hoping this wouldn't turn into a big misunderstanding.

 _ **To Be Continued…**_

 _ **Yeah, I'm ending it right there because this seems to be the perfect spot for now.**_

 _ **Penny is slowly getting into the role of being Spider-Man-not fully there because she is kind of lost at the moment as it hasn't even been a week since Ben died but she's trying to move on-or in this case try and ignore the issue which will come back to bite her later and she doesn't know the first thing about being a hero at the moment. In the process though she as Spider-Man caught the attention of plenty of people including Fisk and Osborn which means more trouble will soon follow.**_

 _ **And no the Big Man isn't Tombstone as I'm going with the comic version of him.**_

 _ **Along with the mentions of other street level heroes like Moon Knight and Luke Cage, I hope everyone enjoyed this chapter. Finally the 'Bratva' is a bit of a reference to the Arrow show, hope you enjoyed it.**_

 _ **So let me answer the reviews.**_

 _ **DannyPhantom619: Oh man it will get awkward for Eddie, but fun to type and yes Spidey is one of the greatest heroes-which is why it's fun to type this story. Yes she will upgrade her equipment and abilities overtime, just wait and see. First she has to meet Logan and that won't happen for a bit. As for a student/teacher relationship between Penny and Natasha, not a bad idea.**_

 _ **Butterbeer8: Thanks, it was a lot of fun to type and hopefully you enjoyed this chapter just as much.**_

 _ **Mythology Star: Thanks, it was fun to type the beginning of this with Fury meeting Osborn and then the whole ride in itself. The spider wasn't that big in the original comics or the movies/show but I went with the Ultimate Comics feel to it with how huge it was. And do freelance photography jobs really pay that much? I don't know much about the whole thing, think you can give some tips on it or point me in a direction to look so I don't screw that part up?**_


	7. Learning on the Job Part 2

_**Chapter 07: Learning on the Job Part 2**_

Spider-Man kept quiet as Daredevil looked at her, trying to think of what to say.

Truthfully she didn't think she would run into this guy as she has never even seen a glimpse of him before in her life before the spider bit her and now he was suddenly there?

… And on the verge of threatening her if her spider-sense was working right.

"I would think it's obvious Double D," Spider-Man said in a joking tone to hide the fear she was feeling, looking from Daredevil to the Bratva below who were still unaware of the two masked vigilantes, but that would change if the two began fighting. "I'm Spider-Man, shouldn't the costume be a give away?"

The man gave a slight smirk. "Spider- _Man_?" He asked emphasizing on the man part as if he knew something and that startled Spider-Man before he continued. "Alright what are you doing here? This is my Kitchen."

Spider-Man crouched, just in case she would have to dodge and saw Daredevil tense on seeing that, looking ready to fight if she did anything. "Oh you know just to see the scenery, introduce myself to the locals that sort of thing."

"And the Bratva are on the list of locals?" There was no disbelief in Daredevil's tone when he asked that.

"For the most part, they took someone off the street and I managed to track the truck here." Spider-Man said hoping that would suffice and it did as her spider-sense stopped.

"Go home kid." Daredevil told her making Spider-Man glare.

"I'm not a kid-."

"I can tell you're fourteen years old, you're from Queens and you're not a Man." Daredevil interjected shutting Spider-Man up in shock. "So go home before you get yourself killed young lady."

' _How the hell does he know all of that?_ ' Spider-Man thought with wide eyes looking at Daredevil.

Sure she could accept him knowing her age as that was the hard part to hide but she's been so careful with her gender and she couldn't think of how this guy would know she's from Queens-.

Spider-Man's mind just flashed to the Hospital where she met that Blind Lawyer who knew where she lived because of her accent.

' _No way._ ' Spider-Man smirked and decided to play a little game.

"Under one condition, what color is my suit?"

"What?" Daredevil asked with a confused frown, not getting what brought that on.

"I'll go if you can tell me the color of my suit." Spider-Man said seeing if she was right before she said anything.

Daredevil said nothing. "I said go home."

Taking that as confirmation, Spider-Man spoke. "Sorry Murdock, but no." She said and this time she saw Daredevil tense in surprise. "Wait I was right?"

Before he could answer, Daredevil tilted his head, his sonar sense picking something up. "Ssh." He said crouching to look down.

Deciding not to question it, Spider-Man looked down as well with the Bratva opening a shipping container that made her blood run cold.

Inside of it were about two dozen women packed like sardines, some of them wearing short skirts or low-cut dresses showing that they were most likely grabbed at a club.

"This was why I told you to go home," Daredevil said his senses picking up the disgust and fear that Spider-Man was feeling. "This is something a kid shouldn't see."

"I'm sure as hell not going home now." Spider-Man snapped looking at him.

Daredevil looked at her as if judging his options.

Nothing he could do short of knocking her out would ensure that she stays out of this and he'd rather not do that because she could put up a fight that would draw attention to them.

The best thing about this is that these people-and he uses that term loosely-had no idea they were there so they had the advantage for now.

"Nothing I say or do will make you leave?" Daredevil asked knowing the answer.

Spider-Man gave a nod. "You have that right."

"Fine then follow my lead." Daredevil said hoping to dear God he wouldn't regret this.

Spider-Man barely had time to be surprised when Daredevil jumped off the container they were on and began to make his way towards the warehouse.

So she followed him, taking care to make sure she wasn't seen, her Spider-Sense helping in that regard. "You have a plan?" Spider-Man asked curiously with Daredevil giving a nod.

"We're going to take them down one-by-one, think you can web their bodies to the ceiling when we do?" Daredevil asked knowing that would make this a lot easier if they didn't have to hide the unconscious bodies.

"I can but the webbing dissolves after an hour." Spider-Man said showing that they would have to be quick and call the police unless they want to leave the men with the chance of dying by falling.

"We can work with that." Daredevil said landing behind a guy and pulling him into a choke hold, knocking him unconscious before passing the body to Spider-Man. "Get started."

A second later the man was hanging on the ceiling with a web gag over his mouth in case he woke up.

The kept at it for a few silent minutes and before long ten people were hanging by the ceiling clearing half of them out.

As they worked, Daredevil had to say this was going a bit more smoothly than he anticipated due to the help, the kid was a quick learner and had a lot of potential in this field, but he was still going to try and talk her out of this lifestyle she seemed to be placing herself in once he had a chance.

Daredevil stilled, placing his hand up to signal for Spider-Man to stop, his senses warning him of something, not knowing that Spider-Man stilled for the same reason, her Spider-Sense buzzing.

"Move!" Daredevil shouted, all thoughts of stealth gone as something was shot through the window making Spider-Man's sixth sense buzz a lot louder.

Taking his advice, Spider-Man jumped, webbing herself back, making sure to pull Daredevil back with her webs right as the grenade went off.

 _ **-Kabbooom-**_

There were shouts of surprise because of the explosion and Spider-Man coughed, her head ringing as despite getting out of the fiery blast zone, it didn't exactly stop the noise from messing her hearing up before seeing Daredevil looked a bit worse from the excess noise.

Checking up, Spider-Man saw the men they had unconscious were most likely dead if the fire was any indication much to her horror and moved to check on Daredevil only for an armored figure to fly into view, zeroing in on her as she was the only one currently standing.

This person had silver armor with hints of red on the arms and legs, green beetle-like wings sticking from the back and an armored helmet that was silver with yellow lenses.

Spider-Man tensed, not sure what she was looking at before she saw Daredevil managed to get himself up. "You alright?"

"I'm fine." Daredevil said gruffly, not letting on that the explosion really messed with his enhanced senses before taking in the armored criminal. "Of course it's never easy."

They heard the sound of footsteps before Spider-Man sensed an attack and quickly did a cartwheel as energy shot from the armored criminal's wrists scorching the ground. "Who is this kook?!"

"That's the Beetle, he's a mercenary for Silvermane, guess he wanted to ensure the Bratva were doing their jobs." Daredevil summarized taking cover before throwing his Billy Club right as one of the roaming Bratva guys came around the corner, the club breaking his nose before Spider-Man webbed him to the wall dodging another energy blast in the process that nearly hit her head.

That one was way too close.

So she shot a line of webbing at the Gauntlet, thinking she could use her strength to pull the Beetle down and web him to it but then the guy surprised her by taking off a streak coming from his wings.

And since she was still holding the webline that was attached to his gauntlet, she ended up getting taken for quite the ride. "Whoa! Heel!" Spider-Man shouted in surprise while Daredevil cursed.

Great, now he had to save the kid-.

He stopped as the remaining Bratva members surrounded him with automatic weapons.

Gripping his remaining Billy Club, Daredevil knew that he needed to save himself first and sighed. ' _Kid I hope you know what you're doing._ ' He thought tensing, his senses picking up that they were about to open fire before he threw the Billy Club at the light above them, breaking it and sending them into darkness.

That made the men fire blindly while Daredevil quickly hid and began to plan on how to take them out, grabbing his two Billy Clubs in the process.

* * *

The Beetle glanced back to see Spider-Man still holding onto the web going for the ride before she planted her feet to a shipping container, her adhesive ability making the Beetle come to a stop.

Quickly thinking the Beetle set the webbing on fire to force Spider-Man to let go before launching a wrist mounted missile at the web head who cursed and jumped as the container exploded.

"Wow quite the fireworks Beetle, what's the occasion?" Spider-Man joked landing in her crouch that was slowly becoming familiar to her, shooting two more web lines but the Beetle quickly flew out of the way and began to fire more energy blasts, forcing Spider-Man to quickly move to avoid being hit.

' _Okay this is freaking insane!_ ' Spider-Man thought to herself scared out of her mind.

She just came to help those women who were kidnapped by the Bratva, how the hell did that turn into fighting a mercenary with a suit of armor that resembles Iron Man's in a way?

"Wow and here I thought Stormtroopers had bad aim." Spider-Man commented snidely and from how the Beetle fired more she guessed that might've pissed him off.

' _Look at me being a smart-ass when I'm about ready to piss myself._ '

Sirens could be heard showing that this was getting the Police's attention alright, at least that meant the Bratva members would be arrested and the women freed, but right now Spider-Man had to worry about the flying dung beetle here.

"So do you even speak or are you one of those strong silent types?" Spider-Man quickly sling-shot herself into the air to dodge another rocket as it slammed into the ground where she was, creating another explosion. "I mean I'm getting that kind of vibe from you Beetle-wait why call yourself Beetle anyways? Are you a John Lennon fan by chance?"

"Do you ever shut up?" The Beetle finally asked annoyance in his tone despite it being distorted.

"My God he speaks, now we need to find out if he's house-trained." Spider-Man said in mock excitement, further pissing the guy off who was now using regular bullets that she had to keep her distance to dodge.

It was when he shot another rocket did Spider-Man get a crazy idea and she shot a web line at the rocket, planting her feet on the top of a shipping container and spun around to send it flying back at the surprised Beetle who couldn't dodge it in time.

 _ **-KABOOOOM-**_

"Really hope he survived that," Spider-Man muttered watching the Beetle go flying right through a metal shipping container before the guy blasted out scorch marks on his armor looking more pissed off than hurt. "... I wouldn't mind him being unconscious though."

* * *

Daredevil blocked another punch before shattering the bone in the arm to send the guy down, using his senses to fight as he could easily sense how they were moving and what they would do from how they tense their muscles.

He was nearly done in here and from the explosions happening outside, he knew that Spider-Man was still alive.

The sirens however had him more worried as he was wanted by the police for his brutal methods and 'obstruction' of Justice and knew that Spider-Man would most likely be told to put her hands up if they survived this.

Not looking as a guy tried to sneak behind him, Daredevil slammed the Billy Club across his face, sending him out cold.

* * *

Spider-Man jumped from Container to Container to dodge the gunfire, seeing that some of them belonged to Fisk Industries. ' _Really hope this guy doesn't mind losing some of his product._ ' She couldn't help but think deciding to try and be stealthy by jumping over it to the other side.

By the time the Beetle flew to where she jumped, Spider-Man was gone and he switched to thermal to try and find her-.

Beetle spun around as Spider-Man ended up tackling him, the mercenary activating his jet pack to try and shake Spider-Man off as they spun around.

"If I puke I'm aiming for you!" Spider-Man shouted as even she was getting dizzy from this motion, the Beetle punched Spider-Man to try and get her to let go.

Using the adhesive in her hand, Spider-Man held on with one hand and blocked a second punch, headbutting the armored mercenary with enough force to crack the helmet, groaning in the process.

"Nobody wins with a headbutt." She muttered before getting an idea.

It took some time as the guy kept spinning, but Spider-Man was able to get a shot at his jet pack, sabotaging it with a gunk of webbing.

Now that they weren't spinning, they were hurtling towards the ground too quickly for Spider-Man to shoot another strand of webbing, so she used the armored mercenary as a cushion with the ground cracking from their crash-landing.

"Okay I'm going to feel that one in the morning." Spider-Man muttered pushing herself up with her head ringing-she realized too late that was her spider-sense rather than surviving the crash landing right as an energy blast hit her right in the stomach, burning her.

The Beetle took a moment to look surprised that Spider-Man was still alive as she pushed herself up despite the burn on her stomach.

"Dude uncool, do you know how hard it is to repair this?" Spider-Man asked trying to ignore the pain she was feeling from the burn-it wasn't exactly easy, but maybe it was because her whole body was aching that she was able to ignore it.

… She should probably get a doctor to look at that.

Beetle went to aim for her head this time but Spider-Man shot webbing at the energy gun on his arm, making it explode and Spider-Man took that opportunity to throw a punch with enough force to shatter the helmet, showing a young man with brown hair that rolled across the ground unconscious.

"I-I won?" Spider-Man asked in slight disbelief, giving a bit of a chuckle.

The adrenaline was leaving her body and she was now really feeling the pain from the burn before a hand was on her shoulder, surprising her as her Spider-Sense didn't go off.

Tensing, Spider-Man was about to throw a punch before Daredevil spoke up. "Follow me, I know someone who can treat that." He said not even waiting to see if she would agree and took off, using parkour to climb the warehouse, jumping from it to another rooftop.

Blinking in surprise, Spider-Man webbed the Beetle down to ensure he wouldn't escape and quickly followed after him.

It wasn't long after the two vigilantes left than the Police were able to reach that location after finding the unconscious men along with the dead ones from the explosion to find the Beetle webbed to the ground.

"Spider-Man." Captain Stacy muttered as it didn't exactly take a genius to figure it out with the webbing in there before looking at the Officer with him. "Thompson, think you can get this guy back to the precinct?"

"Got it cap," Harris Thompson said, fixing the cap on his graying hair. "Although it might take a bit to get him out of this stuff."

"Captain, you might want to see this." Detective Terri Lee was walking towards him a look of disgust on her face.

Stacy soon shared her disgust when he found out just what was going on here. "Get these men to lock-up." He said looking at the men who survived the explosions.

* * *

Spider-Man recognized the area they were in as Chinatown, near Orchard Street when Daredevil knocked on a door that had the sign 'Do Not Enter'.

Eventually a dark-haired woman with brown eyes opened the door, wearing a white doctor coat that was buttoned up with a purple cape like cloak tied to her back, her hair pulled into a ponytail, frowning a bit as she saw Daredevil.

"What did you do this time Matt?" She asked only to hear a chuckle.

"So I was right." Spider-Man commented earning a slight glare from Daredevil while the woman looked surprised to see Spider-Man before seeing the burn on her stomach.

"Go to the room on the right."

Spider-Man gave a nod a bit hesitant about this, something that Daredevil could sense.

"You can trust her kid, she's the go-to doctor for people like us." Daredevil said with Spider-Man giving a nod.

"So what do I call you?" Spider-Man asked, entering the room she lead her to as the woman was getting some ointment for the large burn.

"For now the Night Nurse." The Nurse introduced herself earning a snicker. "Something funny?"

"No it's just… That sounds like something you hear on the TV," Spider-Man said imagining it. "I'd actually pay to see that."

"Quite the smart-mouth aren't you?" The Night Nurse asked with a smirk, finding that a bit refreshing because she only dealt with some of the people who were closed off unless they knew her for years. "This will sting."

Spider-Man gritted her teeth when the ointment made contact with the burn. "So is he really-?"

"You know who he is?" Night Nurse interrupted with Spider-Man giving a nod.

"Yeah, you saying his first name kind of confirmed that." Spider-Man said with the Night Nurse giving a nod.

"I'll have to apologize for that later, and I'm not going to answer anything pertaining him, Doctor-Patient confidentiality," Night Nurse said before smirking. "Besides he can hear us."

"... Oh." Now Spider-Man felt a bit awkward before the ointment was done.

"Alright I'm going to give you some of this ointment, be sure to place it on every eight hours, no exceptions." The Night Nurse said grabbing a small tube that Spider-Man could take with her. "And I'll be expecting for you to drop by to make sure that burn is healing alright?"

"Uh sure." Spider-Man said still surprised by the fact that there was a super-secret doctor for Superheroes, placing the small tube in her Utility Belt.

"Just so you know this time the treatment is free but I need to make money to get the materials to do this so if you come to me injured you'll need to pay." Night Nurse warned Spider-Man who gave her a surprised look. "What, you think I can get this stuff cheap?"

"No, just knew there was some sort of catch." Spider-Man quipped with a chuckle. "Thanks NN."

As she walked out, Spider-Man caught the time and blanched a bit realizing it was three thirty-eight which meant she had to get home to get some sleep for the next day before seeing Daredevil waiting.

"We need to talk."

* * *

Moments later the two were on the rooftop of the Secret Hero Clinic, Daredevil held a plastic cup of coffee while Spider-Man had a bottle of water.

"So what did you want to talk about Double D?" Spider-Man asked earning a look from Daredevil.

"You're not going to stop calling me that are you?" He asked with Spider-Man giving a chuckle.

"Nope."

"Figures, I just need to talk with you… Miss Parker." Daredevil smirked when he sensed Spider-Man tense a bit.

"Right, forgot you knew that." Spider-Man muttered under her breath, looking at him. "How did you-?"

"When you're blind your other senses are heightened and I can tell the difference between a girl and a boy." Daredevil said not too bothered about her knowing as she did put it together who he was.

"Oh so you're really-?"

"Yes." Daredevil cut her question off, knowing what she was going to ask.

Spider-Man felt a bit awkward now. ' _That's actually kind of cool._ ' She thought considering this guy was a blind ninja.

"We're getting off track, first things first you did good." Daredevil said looking at Spider-Man who blinked in surprise.

"Uh thanks?"

"But you were reckless and stubborn," Daredevil said knowing he was being a bit hypocritical considering he was the same way but he wanted to make a point here. "You're a kid and you should be at home with friends or going to school, not messing with the Bratva or fighting an armored mercenary."

"Hey I can take care of myself." Spider-Man snapped a little annoyed that he was looking down on her because of her age.

"That's not the point," Daredevil said frowning. "This isn't a life you want to be a part of, there are consequences that can and will happen."

"You mean that I might die?" Spider-Man asked quietly with Daredevil frowning at how she said it. "Yeah I know that, but I'm not going to stop, I'm not going to turn my back on something happening again."

"... Again?" Daredevil asked sensing Spider-Man tense, not meaning to do let that part slip.

Daredevil looked away from Spider-Man thinking on that piece of info, did that have to do with why she was at the Hospital earlier that day? It makes a bit of sense.

"So nothing I say or do will convince you to stop this?" Daredevil asked remembering he said that back at the docks.

Spider-Man smirked. "You have that right." She said repeating what she said before Daredevil sighed and stood up.

"Fine, I won't stop you but I'm going to get into contact with a friend of mine to train you," Daredevil said surprising Spider-Man. "Trust me you'll thank me later."

"Um alright?" Spider-Man wasn't sure what to say to that when Daredevil finished his coffee and threw it in the dumpster below them before he jumped off the building, using his Billy Club that he pulled out like a wire to swing around a building. "Hey that's my gimmick!"

She swore she heard Daredevil chuckle but Spider-Man wasn't too sure as she swung off towards home.

* * *

Daredevil came in through his apartment window and took his mask off to show the face of Matt Murdock, his eyes scarred from an accident when he was young as he grabbed a phone to make a call.

" _ **Matt, is there a problem?**_ " A man in a thick-Chinese accent answered.

"No problem as of yet Shang-Chi," Matt said sitting down. "I met a teenager who began to go into our lifestyle."

" _ **... Who is it?**_ "

"Call's himself Spider-Man." Matt said not revealing her true gender as he felt that would be her choice. "Kid has a lot of talent, managed to take on the Beetle and win earlier today and he may have pissed off the Bratva."

" _ **Did you talk him out of it?**_ " Shang-Chi asked with Matt sighing.

"That's why I'm calling you, I think he can do well with you training him." Matt said surprising Shang-Chi on the phone.

" _ **While I'm confident in my teaching skills, I'm certain you wouldn't have any problems with-.**_ "

"I'm not training the kid," Matt said a bit harshly. "Not after-."

Hearing Matt trail off, Shang-Chi sighed. " _ **Connor's death wasn't your fault.**_ " He said knowing that Matt once had an apprentice that wanted to follow in his footsteps.

Matt gave a humorless laugh. "Isn't it? I found the kid and trained him up, he got killed because of my arrogance."

He hasn't thought about Raymond Connors in years, not since that time he let the kid patrol on his own and he ended up running into the Hand and Matt didn't find out until he found his lifeless body after Connor didn't call in.

He still had the suit that Connors fought in, locked away in a trunk in his closet, a reminder of his failure.

" _ **I'll think about it Matt.**_ " Shang-Chi said knowing that Matt wouldn't budge on that matter.

* * *

Penny groaned, waking up the next morning her stomach flaring up.

Turning her head, she saw that it was near one in the Afternoon, she was asleep for quite awhile.

Messing with her bed hair, she lifted her shirt to find that the burn while still there looked pretty healed showing she had a bit of a healing factor. "At least I won't have to explain about this soon." She muttered deciding to take a shower to get rid of the smoky smell.

She would have to see about getting her suit washed up to.

"And repaired." Penny sighed as there was a big burn hole in the stomach area.

Moments later she was sewing the costume back together while sitting at the kitchen table, a crustless PB&J sandwich half-eaten on the plate while watching the News as it talked about the mess at the docks.

There wasn't any word about her or Daredevil's involvement but it said that a lot of people were able to see their families again after the surviving Bratva who were there along with the Beetle, who she now saw was named Abner Jenkins, were arrested and sent to Ryker's Island.

In a way, Penny couldn't help but be proud of this accomplishment.

She helped quite a few people last night, fought alongside another vigilante and managed to find out about a place where she could be treated, no questions asked if she was injured.

Turning the TV off once more when it was talking about there being a scientific reveal at the Baxter Building this next weekend, Penny sighed.

All she needed to do was find a way to support her Aunt and she would be set.

She knew that the bills were only going to get worse-even more so with Ben gone and Penny knew that they would be getting something for his life insurance, but even that would run out.

Eddie was making money but he was paying for his tuition so she knew May wouldn't accept the money when he needed it.

Looking at the table, Penny saw the paper that Eddie usually reads, the Daily Bugle. "He must've forgotten to take it with him." She muttered her curiosity getting the best of her.

Besides the whole thing with the Expo with Tony Stark in two days there was something else there.

Eyes widening, Penny read the ad.

' _ **Pictures of Spider-Man wanted. 500 Dollar Reward Money.**_ '

Leaning back in her chair, Penny looked lost in thought.

This was actually not a bad idea, it would help her out big time and by taking pictures for a paper she could learn where some crimes are and use going to take pictures as an excuse for changing into her suit.

It would be like Clark Kent in those Superman comics-or would she be more like Jimmy Olsen?

"Except how do I take pictures of myself?" Penny muttered, an idea coming to her. "A camera with a timer!"

First she needed a camera and then she can do this.

And this next night she'll test it out.

* * *

"Boss calm down-." The Big Man tried to say only to move his head as a globe crashed into the wall, going through it from the force of the throw.

"Calm down?!" Wilson Fisk asked a hint of a snarl in his tone, slamming a hand on his desk, the force making it crack. "We lost ten thousand dollars because of that incident, those containers all bearing my companies logo, destroyed in that firefight. I'll be calm when I have that bug nailed to my wall!"

' _Not to mention that bug made contact with the Daredevil._ ' Fisk thought as when he found out what happened he dug deeper to find out the reason his content was destroyed.

Accident or not, this Spider-Man has made a grave mistake.

"Tell the Enforcers that their time table moved up, I want that Bug dead by the end of the week."

"The end of the-Boss that's tomorrow, we haven't had any time to put together a pattern-." The Big Man tried to say only for Fisk to grab him by the front of his shirt and lift him up, choking a bit.

"By. The. End. Of. The. Week." Fisk said slowly to show he was not messing around before dropping the gasping Big Man.

"G-Got it." The Big Man muttered but he had a frown he turned his back and left Fisk's office.

' _Someday Fisk, someday very soon I'll be getting you back for all of this humiliation._ ' The Big Man thought darkly, taking care to make sure his hat covered his face. ' _And I'll kill you myself when I take over._ '

* * *

"Thanks for letting me borrow this Harry," Penny said with a smile as she was holding a digital camera that Harry had the two walking around Queens, she met him by the bridge and were now heading over to her place. "I'll get it back to you soon."

"Nah you can keep it, I have another one," Harry said with a chuckle. "So why did you need one?"

"That's a secret," Penny said not saying why for the moment knowing that Harry would try to talk her out of this before giving a small wink. "If it goes well you'll see soon."

"Okay now I'm really curious," Harry said before they saw a new car at the house next to Penny's. "Did Miss Watson get a new car?"

"No she didn't-." Penny stopped when she saw another girl walk out to grab some bags from the car.

This girl looked to be the same age as them with shoulder-length fiery red hair and green eyes, wearing a yellow shirt and a red hoodie over it.

It clicked in Penny's head. "Oh that's Anna's niece that Aunt May told me about, said her name was Mary-Jane," Penny turned to look at Harry only to see him a bit lovestruck and followed his gaze to Mary-Jane. "Harry?"

Penny didn't need to be told what happened when she saw the look Harry was giving this Mary-Jane who hasn't seen them yet and Penny could see why that was as she could safely say that she was beautiful.

If anything, Penny was beginning to feel a little self-conscious about herself looking at Mary-Jane before she snapped a finger in front of Harry, getting his attention.

"Hu-what?" Harry blinked while Penny gave him a look.

"You're drooling." Penny said with a smirk, surprising Harry before he realized what he did.

"Uh I wasn't." Harry looked away with embarrassment while Penny giggled at his reaction.

However she couldn't help but feel a small pang from what happened.

 _ **To Be Continued…**_

 _ **Didn't expect an update this soon did ya? I've had this one ready since yesterday-just decided to split it into a two-parter instead of one chapter and waited a bit before posting it.**_

 _ **So Penny had her first ever team-up as Spider-Man with none other than the Man without Fear known as Daredevil, I always liked the friendship the 616 comics showed between Spidey and DD and hope that I manage to show the beginning of a good friendship in this story-I figured that out of all the heroes he would be able to tell immediately, besides Logan, that Spider-Man was in fact a girl in this story, along with using an amalgam of the 616 and Ultimate version of the Beetle who was on the Rouges list for Daredevil, Spider-Man and the Human Torch.**_

 _ **Not only that but Penny is making quite the name for herself with the Kingpin wanting her alter-ego out of the picture, the Big Man is planning some moves and that's just the beginning.**_

 _ **Then we have her personal life with getting ready to get a job at the Bugle along with MJ finally entering the picture and Harry being breathless at his first glimpse of her which had Penny feeling something-doesn't mean anything might happen but it could.**_

 _ **And Raymond Connor was Daredevil for a short time in the Ultimate Comics before he ran into a horde of Vampires very early in his career-one of them being a Hulk Clone, he didn't really make it which was a shame considering his character had so much potential-I might do something with him in this story or just leave him dead-haven't decided yet.**_

 _ **So let's answer the Reviews.**_

 _ **DannyPhantom619: Oh it would be funny when they realize it and I do plan on having Penny and Johnny become best buds in this story-or rather Spidey becomes best buds with Torch and that would make things awkward for when Johnny does realize the truth. Ben Reilly will still be a guy but I think Kaine would be a girl in this story considering in Canon Kaine was the 'first' clone of Spider-Man and seen as a failure, that could help with the plot of this story as they would think that this version of Kaine was deemed a failure… Or maybe I can have Jessica be the first clone and then Ben and Kaine? Food for thought huh. Oh God I didn't even consider Deadpool when I started this story, that will be hilarious to type. Haven't decided the pairing but it'll most likely be her with a guy.**_

 _ **Cabrera1234: I haven't had that problem before-then again I rarely check my e-mail all that much.**_


	8. The Enforcers

_**Chapter 08: The Enforcers**_

Norman gave a frown as he was taking a blood sample from the Scorpion while Octavius held it down with Coulson watching, the former acting as if nothing was wrong.

"So Agent Coulson what do we owe the pleasure of your visit today?" Norman asked as if he was making conversation.

Coulson smiled but it didn't reach his eyes, showing his lack of trust in Norman. "The Council is getting impatient about the lack of results." He said hoping to agitate him to where he would slip up.

"Well tell them that we're working to ensure another Hulk doesn't happen." Octavius spoke up with a frown at hearing about this council.

In his opinion they were a group of idiots who didn't know the first thing about what he and Norman were trying to achieve.

"Shall I quote you on that?" Coulson asked glibly with Octavius giving a glare at the Agent.

"If you must." Norman said knowing what Coulson was up to but he had to give the man credit, he knew what he was doing as Octavius was too proud to put up with something like that for long. "The Council will have their new Captain America, but it takes time-."

An explosion ripped through the place, catching Coulson off guard while Norman let moved back, the force still knocking him off of his feet while Octavius used his metal arms to keep himself in place.

Coughing the three looked to see a figure standing tall with a white cloak around his armored body, a skull mask covering his face as he had two swords sheathed and was armed to the teeth in guns.

"Agent Coulson, I'm surprised to see you here." Tony Masters, the Taskmaster commented before firing at Coulson who quickly kicked off the ground as his back was to an overturned table, flipping over it to take cover, pulling a pistol out.

"Coulson to SHIELD, I am under fire at Oscorp, Taskmaster is here," Coulson shouted in his com link. "I repeat, Taskmaster is- ugh."

All Coulson could get was static showing that Taskmaster messed with communications.

"Who the hell are-?!" Norman pushed himself up only to be given a palm strike to the chest, sending him into the wall where he crumpled unconscious.

"You have some nerve." Octavius snarled his metal arms flying at Taskmaster who dodged out of the way like a gymnast, a look of intrigue under his mask at how Octavius was able to fight.

"I have to say you interest me, a man with your arms could go places." Taskmaster commented before throwing a flashbang that went off, blinding Octavius before Taskmaster tossed a grenade, the explosion that Octavius used his arms to shield himself sent him flying into a machine, one of the metal arms piercing it as electricity surged through him, before another piece of machinery fell on top of him.

Seeing that he was taken care of, Taskmaster grabbed the Scorpion with his gauntlet only to duck a bullet with Coulson firing at him as he ducked and weaved around them with inhuman speed before tossing a knife right in the chamber of the pistol making it backfire and another knife right in Coulson's kneecap, sending him down.

"I could easily kill you Coulson, but I want Fury to know that my client sends his regards." Taskmaster said walking away with the Scorpion as the lab burned.

* * *

Penny looked pretty nervous as she brushed her hair, now wearing a black long sleeve shirt with a blue sleeveless vest over it and a knee-long skirt on along with knee-high socks and black pull on shoes with her Spider-Man outfit in her backpack.

The other night she managed to test out her idea of taking pictures of herself as Spider-Man by webbing it to the wall with a timer to go off every few seconds while she stopped a small Gang War.

After that she looked at the pictures on the computer before printing them out and she had to say they were amazing, shots that had an added flair to them.

' _Hopefully they'll be enough._ ' Penny thought straightening her skirt with a wince.

She wasn't really that used to wearing one but she had to make a good first impression to get a job.

Checking her hair one more time to see that it was good, Penny placed her glasses on and smiled brightly.

Okay she's good.

Taking her phone out, she dialed in the number she took from the Daily Bugle. "Welcome to the Daily Bugle, my name is Betty how may I be of service?" A young woman answered with Penny swallowing a bit.

"I want to make an appointment to sell some photographs of Spider-Man." Penny said nervously.

There was a hushed silence before Betty was heard in the background and Penny swore she heard someone yelling before Betty's voice came back through. "Are they authentic? Because we've had a lot of people come in with fakes."

"They're authentic." Penny promised with a smile.

"How soon do you think you can get here-?" Betty trailed off not knowing the name.

"Penelope Parker and I can get there in the next hour if nothing happens." Penny promised grabbing the small folder.

"Alright Ms. Parker see you soon." Betty hung up while Penny gave a laugh to calm herself down.

"That went better than expected." Penny commented checking the time as her Aunt would be getting released either later today or tomorrow.

* * *

Penny took a deep breath as she entered the Daily Bugle an hour later and walked to the front desk. "Hi, I'm Penelope Parker and I'm here with an appointment." She said to the person who worked there who glanced up with a quirked brow.

"Kid you sure you're in the right place?" The guy asked with Penny giving a frown.

"I have an appointment." Penny repeated a little annoyed while the guy sighed.

"Alright." He said handing Penny a pass so she could get into the elevator that took her to the main floor for the Bugle where she saw people moving quickly.

Looking around she saw a desk with the name 'Betty Brant' on it and smiled as the woman looked to be in her early twenties with brown hair with the sides curled up, wearing a blue jacket and jeans. "Betty?" Penny asked to be sure as she looked up.

"You lost?" Betty asked wondering how a kid got up here.

"No we spoke on the phone, I'm Penelope Parker." Penny said surprising Betty.

"Not going to lie, I was expecting for you to be out of school." Betty commented with Penny looking nervous.

"Well I-?"

"Do you mean to tell me that you still haven't made a dent in this story Ulrich?!" Jameson snapped exiting his office with Ben Ulrich right behind him.

"Jameson there's barely anything on the guy, I asked around with the people he's saved, with Ed, the Police, heck I even asked the people he put away and we still don't know much about Spider-Man," Ulrich said catching Penny's attention. "That and we don't have a good picture-."

"What is he camera shy or something?" Jameson asked in disbelief before sighing. "Write what you have for the paper and get Foswell to dig deeper with his contacts-."

That was when he noticed Penny and frowned.

"And who the hell are you? We aren't a daycare," Penny didn't have time to answer as Jameson was pushing her towards the elevator. "Look kid, we're an extremely busy paper and we don't have time to waste like you just wasted 10 seconds of our time here."

"But I-?" Penny was cut off when the elevator door closed.

"Alright now where's Robbie, he's never this late and while we're on the subject of late where is Parker?! We need those photos yesterday!"

Betty crossed her arms. "Robbie called four minutes ago saying he was going to be late because of traffic and he's on his way and you just kicked Penelope Parker out." She said pointing to the elevator.

Jameson gained a stupefied look on his face making Betty wish she had a camera for that before he snapped out of his stupor. "Don't just stand there, get her back!"

"On it." Ulrich said quickly taking the stairs as they only had one elevator.

Penny grumbled as she walked out of the Bugle. "The nerve of that guy," She muttered in distaste. "He didn't even give me a chance to explain."

"Yeah he has that quality charm doesn't he?" Penny blinked and turned to see Ulrich exiting the building looking a little out of breath. "Sorry about that, Penelope right?"

Penny gave a nod while Ulrich chuckled.

"Jameson just learned who you were not even five seconds after putting you in the elevator, think you can come back up?" Ulrich asked with Penny looking contemplative. "Those pictures are the real deal right?"

"You tell me." Penny showed one of them, an aerial view of Spider-Man flipping in the air with one hand on a thug's head while spinning around using the other hand to shoot webbing at the other gang members.

Ulrich's eyes widened looking at the photo intently.

The man knew how to spot a fake picture and nothing about this picture screamed fake. In fact this wasn't only the real deal but this photo and the dynamic was pretty amazing.

"How did you get this type of shot?" Ulrich asked in shock while Penny smiled a bit shyly.

"Just lucky, I guess."

"Well that type of luck made you the only person to get a picture of this guy that isn't blurry." Ulrich said handing the picture back. "Ben Ulrich."

Penny tensed as soon as she heard the guy's name, which Ulrich noticed.

"Something wrong?"

"I had an Uncle named Ben." Penny muttered looking away.

' _Had?_ ' Ulrich quickly put it together with her last name.

Ben Parker being killed was on the News as well with this Carradine fellow being one of the first people Spider-Man caught.

"Just call me Ulrich, everyone else does." Ulrich said with a friendly smile.

As he watched Penny go upstairs, Ulrich cupped his chin and decided to go to his last source for more information on Spider-Man.

' _Maybe Matt knows something._ ' He thought as he knew exactly who Daredevil was considering the man was his main contact to get the ammunition he needs against the Kingpin.

Later on, Penny was in Jameson's office as he sat at his desk. "Sorry for kicking you out Parker, I wasn't expecting for you to be a kid," He apologized, interlocking his fingers. "Now those photo's?"

Penny handed him the folder as he opened them and while his eyes widened he quickly frowned.

"Crap, Crap, Mega Crap," Jameson listed with Penny looking surprised. "Ultra Crap."

Truthfully Jameson found them good but he didn't want the kid to think he was nice like that stupid rumor that got spread around the Bugle when he gave some of his employees an anonymous Christmas Bonus, whoever spread that rumor is going to be in a lot of trouble if he finds them.

Jameson found one and held it up. "Decent for what we need, I'll give you a hundred Dollars."

This was a test to see if this Parker had a spine to try and get the reward money or to fold and take the hundred.

"A hundred?! But the ad said five hundred." Penny said unable to believe that.

"For decent pictures, these are crap." Jameson said looking at her, seeing what she would do.

"No it said for any picture, I checked for fine print." Penny glared with Jameson glaring back before he chuckled.

"Two hundred."

"Five hundred."

"Two-Fifty."

"Five hundred." Penny continued with Jameson frowning, the kid was persistent. "Or I take these to the Globe."

Jameson stood up abruptly at that and Penny tensed before realizing that her Spider-Sense wasn't going off.

"You've got guts kid I'll give you that." Jameson said with a smirk. "Fine five hundred, Brant will give you the money and I'll buy the rest of these pictures for a hundred each."

Penny blinked as that would give her up to eleven hundred dollars an extra six hundred more than she was expecting.

"No sense in you going to the competition with the others." Jameson said, lying a bit as he wanted to keep these photos for future use if he had to. "And if you get any more of that Wall Crawler then be sure to bring them here alright?"

"Does this mean I have a job?" Penny asked hopefully.

Jameson just laughed as if Penny told the most hilarious joke in the world before stopping. "Oh you're serious? I don't hire kids, however I can't stop you from taking pictures so if you have any newsworthy ones then bring them in and we'll talk."

Penny smiled a bit as he was saying she was a freelancer and she was fine with that for the moment.

So on getting the slip from Jameson, she walked out and handed it to Betty. "Hi Ms. Brant." Penny greeted with a polite smile that Betty returned.

"Call me Betty," She said typing on the computer the number on the slip that Jameson gave. "Have to say you must've impressed Jameson, haven't seen him that happy in a long time."

"He didn't seem impressed," Penny said thinking back to how he called her pictures crap before blinking. "Or happy."

Betty gave a low chuckle. "Trust me he was impressed, he tries to hide it but Jameson is a softy deep down."

"We talking Grand Canyon deep or Depths of Hell deep?" Penny quipped earning a snort from Betty as she handed Penny her new check.

"Hope you stick around Ms. Parker." Betty said with Penny giving a smile of her own.

"Penny and I might."

* * *

Moments later, Penny was out swinging around as Spider-Man doing a flip.

This was starting to become very relaxing for her, which was strange because before the spider bite the thought of being this high in the air would've scared her senseless.

Soon enough, Penny landed on the side of a building next to a Gargoyle taking a deep breath as she laughed before she continued web swinging.

She just made a grand in a few minutes due to taking a few selfies while kicking butt, Penny didn't know if that was sad or hilarious to be honest but it looks like she found a good paying job provided she keeps doing what she does.

Right now she was on her way to the bank where she'll find a spot to change into her normal clothes and then deposit the check.

After that she would go help Eddie pick up May.

Unknown to Spider-Man however someone was following her movements with a sniper scope.

"I have the bug in sight." Fancy Dan said in his ear piece looking very different as he was dressed in some high-tech gear with a sniper rifle.

" _ **Take the shot.**_ " The Big Man ordered.

Letting go of the web, Spider-Man paused her spider-sense going off before she instinctively twisted her body, her head leaning to the side as a sniper bullet sailed past her, head with her eyes widening in disbelief.

"Shit, he dodged it." Fancy Dan cursed quickly taking another pot shot.

"Someone is shooting at me?!" Spider-Man asked in shock listening to her Spider-Sense more and more as she dodged two more sniper shots that hit the building she was swinging by, thankfully they hit the wall instead of the glass.

It didn't take long for Spider-Man's spider-sense to pinpoint where the shots were coming from and swung over, landing behind Fancy Dan, covering the Sniper Rifle with webbing.

"What's the big idea taking pot shots at me?" Spider-Man asked seeing the guy before her spider-sense went off, confusing her as this guy wasn't moving.

Realizing what it meant, Spider-Man was too late to move as a whip wrapped around her throat and tightened making her gasp for air as Montana just tipped his cowboy hat forward.

"Somebody got cocky," Montana said in his southern accent. "Dan finish him off."

Fancy Dan brought out a pistol, but Spider-Man kicked upward, knocking it out of Dan's hand while doing a backflip where she shot webbing at Montana's face making his grip loosen up to where she was able to get out of the whip, taking deep breaths of air.

"I might tie people up but I'm not that kinky." Spider-Man said without thinking before blushing under her mask for even saying that. ' _Okay I think that joke might be a bit much._ '

Backing up, she ended up bumping into someone huge and looked up to see Ox looking down at her, so Spider-Man spun around to punch him and ended up hurting her own hand as the guy smirked.

"That all you got?" The guy went to deliver a punch that Spider-Man jumped over, eyes widening as he punched right through the roof of the building and pulled his hand out without any tears or blood showing.

' _Just who are these people?_ ' Spider-Man thought with Dan getting his pistol again and began to fire at her while Montana got his eyes clear enough to start swinging the whip.

She barely had time to think as she moved between them before she was forced to dodge either a bullet or the whip and since she didn't want to get shot she dodged the bullet right as the whip wrapped around her ankle and pulled her right into Ox who delivered a left hook, sending her right through a brick chimney, breaking it.

"Ooh, going to feel that one." Spider-Man muttered, her head buzzing. "I know I'm in danger thank you very much-ack."

Ox picked her up by the throat while the whip was tied around her body. "He isn't so tough," He said with a laugh. "The Kingpin was worried for nothing."

' _K-Kingpin?_ ' Spider-Man thought a bit hazy as he was starting to apply pressure.

"Ox just snap his neck and be done with it." Montana said keeping a tight grip on the whip.

"Hang on, how about we see who's under that mask?" Dan suggested in an ear piece. "Could be somebody valuable."

" _ **No chances, kill him.**_ " The Big Man ordered.

Not wasting any time, Spider-Man saw one way out and kicked forward.

Ox's eyes widened in a mixture of pain and disbelief as he doubled over from the pain in his groin, his grip going slack while Spider-Man used his chest to kick off, webbing her face in the process, twisting her body to dodge the bullets from Dan who tried to shoot her in a fit of panic.

Landing on the ground, Spider-Man used her strength and spun around with the whip still tied around her sending Montana right into Dan, sending the two right into the still recovering Ox.

Now free of the whip, Spider-Man webbed the three of them together, looking relieved that she managed to win.

' _Man these guys were something else._ ' Spider-Man thought rubbing her sore throat. ' _Especially how they worked together._ '

She's been having an easy time with just regular criminals but these guys gave her just as much trouble as the Beetle did by himself.

' _Maybe I am getting too cocky._ ' Spider-Man thought seeing them struggling and not wanting to risk this Ox tearing through the webbing considering the damage he caused, Spider-Man shot even more webbing, enveloping them to where they could barely move, using up all the webbing in her web shooters before reloading them.

"Okay so any of you want to tell me what that was about?" Spider-Man asked curiously crossing her arms.

"Screw you bug." Dan snapped with Spider-Man giving a frown.

"You do realize that insult doesn't even work right?" Spider-Man asked giving a grin. "The technical term is Arachnid, but you would've known that if you weren't a dropout."

"Oh I'm going to squash you." Ox snarled that line getting to him along with the fact that this brat hit him below the belt.

"Cool it Ox," Montana said calmly eyeing Spider-Man. "You might've caught us by surprise freak but we never let a job go unfinished."

"Now we're getting somewhere, one of you said something about a Kingpin earlier?" Spider-Man said both Dan and Montana looking at Ox who looked a bit subdued because of that. "I assume he hired you stooges for this job?"

"Actually this might work in our favor," Spider-Man tensed on hearing another voice and turned to see the Big Man who was in the process a cigar, the top part of his face hidden by his hat. "You're pretty skilled, Spider-Man was it?"

"What's it to you?" Spider-Man asked tensing just in case this guy tried something.

"Careful I could be your best pal or your worst enemy depending on what you say." The Big Man said waving a finger at Spider-Man.

"Boss?" Ox asked with Spider-Man tensing.

"You're the Kingpin?" Spider-Man asked, the Big Man taking a long drag on his Cigar before blowing the smoke out.

"No, I'm the Big Man, the Kingpin is someone else who I can point you in the direction of if you're interested," The Big Man smirked at Spider-Man. "What do you say?"

Spider-Man kept quiet. "What's in it for you?" She finally asked after a few seconds, her spider-sense wasn't going off so this guy wasn't planning on attacking her at this particular moment.

"I'm sick of that bastard using me and my Enforcers behind you as his own personal soldiers." The Big Man snapped in anger. "If he were to be taken out of the picture, I would be very grateful."

"So it's a power play." Spider-Man realized having watched enough crime dramas to know about that.

"If you want to word it like that sure." The Big Man said with a shrug.

Truth be told he never liked Fisk at all and the fat tub of lard never gave him or the Enforcers a choice in working for him when he took over.

"Think about it like this, you take down the Kingpin and you won't have to worry about him sending people after you," The Big Man pointed out with Spider-Man hesitating at hearing that part. "What do you say?"

"I'd say you're crazy, how do I know that you're telling the truth?" Spider-Man asked jumping to land on the edge of the building after doing a backflip. "For all I know it could be an elaborate ambush."

"Just look up Wilson Fisk and you'll know I'm telling the truth," The Big Man said taking another puff of his Cigar. "The rest is up to you."

' _Wilson Fisk?_ ' Spider-Man thought not expecting to hear that name. ' _The Philanthropist?_ '

"You know I can't exactly let you go." Spider-Man said knowing this guy was a criminal.

"And what would you arrest me for? I did nothing wrong." The Big Man said with a smirk.

The sound of ripping made Spider-Man look towards the Enforcers where Ox managed to rip the webbing apart freeing them and her spider-sense went off when Ox went to tackle her only for the Big Man to call out.

"Stand down."

"But-." Ox looked at the Big Man only for Montana to shake his head.

"Boss said to stand down Ox, the fighting's done." Montana told him. "Let's just go get something to drink."

"Whoa hold it, I never said you guys could go walk free-." Spider-Man went to say only to hear gunfire nearby along with screaming.

"Well then hero looks like you have a choice, either go prevent someone from dying or ignore that and stop us." The Big Man stated walking off with Spider-Man glaring at him and the Enforcers who tensed just in case Spider-Man wouldn't let this go before she sighed.

"Next time I see you three you're going down."

"Funny bug, I was going to say the same thing." Montana said while Spider-Man jumped off the building to swing after the gunshots.

As soon as she was out of sight, Dan looked at the Big Man. "Boss are you nuts? You just ratted out the Kingpin!" He said a bit hysterically. "You've heard the stories of what happens to people who do that-."

"And he doesn't know I did it, you going to tell him Dan?"

"Of course not," Dan said as he wasn't a snitch. "But if he does find out all of us will have targets on our backs!"

Montana took over. "Then we keep our mouths shut Dan, no talking about it capiche?"

"I still want to squash that bug for doing that to me." Ox said rubbing his lower part with a wince.

"Yeah we should probably have a doctor take a look at that." Dan said shaking his head.

* * *

Penny winced as she took the mask off at home, deciding to stop by there instead of going to the bank like she planned, seeing her face with a bruise on her cheek along with a bit of rope burn on her neck.

Oh man, how was she going to explain this? Sure she could say that the bruise on her face was her being clumsy and tripping over something-it wouldn't be unbelievable as she was clumsy before getting her powers, but the rope burn was something else entirely.

' _I just have to hide it until it heals._ ' Penny told herself as she did have a healing factor if the fact that the burn on her stomach was almost entirely healed when before it would've been there for weeks-hell before she wouldn't have survived getting it.

So she dug into her closet happy that fall was close as it would've given her a better excuse to wear some of her warm clothes.

Soon she had a turtleneck and pant on over her costume, hiding the rope burn.

Penny placed a hand on her face with a wince, the bruise stinging a bit.

Funny how that mess with the Beetle didn't give her any injuries from the burn-or maybe they did and they disappeared while she slept?

"I wonder what the limitations of my healing is?" Penny muttered to herself before getting on her computer, bringing google up. "Alright, Wilson Fisk."

The articles that came up were stuff about Fisk Industries, the charity events he's done-how he sent big fat checks to New York City Hall and the Police Precinct along with him shaking hands with a judge and a few lawyers.

' _Alright he has a good public image, but there's nothing really linking him to any crimes._ ' Penny thought back to what the Big Man said before snorting. ' _Although this guy really needs a salad stat._ '

Seriously there were so many opportunities for a fat joke it wasn't even funny.

"Huh it looks like he's going to be at the Stark Expo tomorrow." Penny said thinking back to how it seemed like a lifetime ago when Harry asked if she wanted to go there.

Deciding to dig a little deeper, Penny went back on Google and added 'Kingpin' to the search and a whole lot more articles came up, however they were blurred out for the most part before Penny froze.

There was a picture of Fisk being arrested alongside Carradine a few years ago.

' _And Carradine was killed in Prison not even two days after I got him._ ' Penny's mind was working in overtime at hearing this. ' _If this Fisk is the Kingpin and controls everything then Carradine dying makes sense considering the guy might've cut a deal to try and get a reduced sentence._ '

But still it was all speculation at this point.

Still there was the matter that this makes business with Fisk-if he is the Kingpin-a bit personal.

"Alright Big Man you got my attention with this." Penny said with a frown.

* * *

"Penny what happened to you?!" May asked being discharged from the Hospital while her niece winced.

She tried to use some makeup to lessen the bruise but her Aunt saw it anyways.

"I tripped." Penny said her cheeks heating up while she looked away, pretending to be embarrassed. "I was rushing while dusting the house."

It wasn't really a lie as she made sure to do that before meeting up with Eddie to help May home.

Speaking of Eddie, he gave Penny a worried look as he was pretty sure that was a bruise from a punch, but he couldn't get her to tell him so he left it alone.

For now at least.

 _ **To Be Continued…**_

 _ **Wow, another chapter on this in the span of a week? Shocking I know, I'm working on the Ben 10 one next with 14 pages being done on that one, so expect it soon.**_

 _ **But yeah Penny had her first encounter with the Enforcers in this chapter who I hoped you enjoyed and while some people will probably be confused because of the fact that they were actually holding their own against her it's like this.**_

 _ **First off Penny has only been dealing with regular drug dealers and street thugs unless you count that mess with the Beetle so the Enforcers who had training and teamwork were able to keep her on her toes. Secondly she's still a teenager so she hasn't reached her top strength yet, she has to still grow into it, especially since her body still only changed recently.**_

 _ **Alright, that's it for now, let's get the reviews out of the way.**_

 _ **DannyPhantom619: Haha yeah, she does look a lot like Ultimate Jessica Drew, only with shorter hair if you think about it. But she still has the mentality of how she used to look compared to the now. Oh it will be extremely awkward when that happens. I'm still deciding on who I want to pair Penny with as there are a lot of choices to go through in this story.**_

 _ **MythologyStar: Ben Ulrich was introduced in the sixth chapter, so I hope you liked his character. And I haven't seen the Daredevil show-I want to though, I'm using the personality shown from the 616 Comics for Daredevil with some hints of Ultimate Marvel.**_


	9. The Stark Expo Part 1

_**Disclaimer: I don't own Spider-Man or Marvel so no suing please.**_

 _ **Summary:**_ _ **Penelope 'Penny' Parker was just your average girl who went to High School, but a spider-bite changed all of that. Now gifted with amazing powers and suffering a personal loss Penny chose to fight crime as the Amazing Spider-Man-despite being a girl. But with bad guys coming out of the woodwork will she thrive or die?**_

 _ **Chapter 09: The Stark Expo Part 1**_

Matt Murdock sat in his apartment going over the papers of an important court case using his fingers to move across the paper reading it by feeling the ink through the paper.

He smirked as he remembered how his partner in the Law & Firm he worked at was shocked and awed at how Matt was able to do that when normally people who were blind needed this stuff in braille, but at least Foggy knew not to underestimate his efficiency because of his blindness.

However his attention was drawn to the approaching footsteps to his door and his smirk turned into a genuine smile, knowing who it was from how the left foot was heavier than the right along with the smell of a cigarette from an hour ago combined with what smelled like a triple espresso showing the man worked a long night.

"It's open Ben," Matt called right as the footsteps stopped at the door and he heard the man curse at how Matt was always able to do that before the door opened to show Ben Ulrich. "Nice to see you, still smoking I see?"

"Everyone has a vice Matt, and compared to yours mine is safer," Ulrich said before shaking his head in disbelief. "One of these days, I'm going to sneak up on you."

"While I always enjoy the barbs we pass back and forth I think we should get straight to the point Ben, I have an important case to get back to." Matt said but he had a smile to show Ulrich that he was happy to see-er sense him.

"Got it… Spider-Man." Ulrich said and he saw Matt tense a bit proving his theory right.

"What about him?" Matt asked knowing that Ulrich was smart and if given the right clue he could figure it out easily.

After all this was the man who deduced his identity as Daredevil after putting together the clues from his multiple cases and appearances.

"Jonah wants me to write a story on him but I can't find anything on the guy, that's why I came to you." Ulrich said with Matt gesturing for the reporter to sit down. "There were reports of webbing being found at the docks, the same place I gave you the intel I found on the Bratva."

"Thanks for that by the way you helped saved lives." Matt said gratefully despite his reluctance in allowing for Ulrich to place himself in danger.

"Don't thank me it was Foswell who managed to get close to them." Ulrich said with a wry grin. "And you were the one to break it up along with this Spider-Man from what I hear."

Matt didn't say much before he spoke. "I didn't speak with Spider-Man, I was too focused on the Bratva." He lied, something he sensed that Ulrich saw through.

But the man didn't push guessing that Matt was keeping mum for a reason from all the years he's known him. "Alright then from what you sensed while doing so what's your take on him?"

Matt just gave a small glare, knowing this might take awhile and he could just picture the smirk that Ulrich was giving him.

* * *

Across New York a red haired young woman with green eyes marched through an office building wearing a white blouse and a black skirt, an annoyed look on her face as she passed by people who wisely got out of her way, opening the door to the CEO office to show a young man in his early thirties with short, messy black hair and a black goatee wearing an AC-DC shirt with a blue circle shining through it and jeans, grease on his hands as he worked on an orange and gold gauntlet in his hands, listening to loud rock music.

"You missed the meeting." Virginia 'Pepper' Potts stated firmly, not at all surprised by what he was doing while the man turned the gauntlet around, inspecting the wires. "Jarvis turn off the music."

"Jarvis don-." Anthony 'Tony' Stark began but the music died down before he could finish that sentence before he gave a betrayed look at the ceiling. "You're grounded."

" _ **I was unaware you could ground Artificial Intelligence.**_ " Jarvis spoke with a British accent that conveyed amusement.

"Just for that I'm going to limit your Netflix time." Tony quipped with a straight face before looking amused when he turned to Pepper.

"If you're quite done you missed an important meeting with-."

"Wilson Fisk, I didn't forget him if that's what you're wondering," Tony said waving it off, not that worried. "I just outright ignored it."

"Tony," Pepper pinched her nose at hearing this while Tony didn't look bothered. "You can't just blow meetings off."

"I can if they're criminals and people who try to buy the Iron Man suit," Tony said placing the gauntlet on to test the weight after making sure the safety was on. "Fisk is the worst criminal in New York, therego I refuse to see him."

If it wasn't for the fact that by going in as Iron Man to bring him in would set off a political shitstorm with politicians calling him out about going after 'American' citizens especially because Fisk despite being well known as a criminal-had nothing on record and no evidence against his name.

Pepper just walked towards Tony with a hand on her hip making him uneasy. "You have that look on your face that tells me it's worse than I thought."

"The board are talking about where you're taking the company since you dismantled the weapons department." Pepper said with Tony shrugging, knowing that would happen.

"They're just now discussing it? I did that two years ago." Tony joked with a wry smile.

"We had a sixty percent drop in sales after switching to clean energy." Pepper told him, Tony still didn't look too worried.

"A bit more than I expected but a dramatic change always takes a bad turn before it gets better," Tony said already calculating that. "Just give it some time and the sales will go back up."

"If you say so Tony," Pepper went to leave before looking over her shoulder. "You do remember that the Expo you're doing for Charity is tonight right?"

"I do, I'm just working out the kinks in the Mk. VIII Armor." Tony said as he's been working like a madman ever since making the Mk. I Armor which was on display in his main office in LA.

Not that he didn't leave any security there as Jarvis could pilot some of the old models to keep people from taking them while he's gone.

Speaking of which. "Jarvis if you would." Tony got back to work on the gauntlet.

" _ **As you wish sir.**_ " Jarvis said the music starting up again.

* * *

"Aunt May you could've woken me up to help." Penny said seeing May cooking what looked to be something to prepare for dinner in the kitchen after she got up, Eddie reading the paper.

"Pish-posh Penny you needed sleep before heading to school today." May said reminding Penny that she did miss two days after what happened to Ben.

Hard to believe it's been four-nearly five days.

"Besides I'm not a frail old woman, I need a sense of normalcy after being cooped up." May continued with Eddie giving a chuckle.

"Trust me sis, I tried to get her to stop earlier but she was too stubborn." Eddie said before smirking. "By the way nice pic."

With that he placed the paper down to show that one of her pictures made the front page of the Bugle.

' _ **Spider-Man: Hero or Villain?**_ ' Photo's by Penelope Parker.

' _Villain?_ ' Penny thought a bit insulted by that but May spoke up at that moment.

"What were you doing in a dangerous part of town like that?" May asked in concern leaving Penny to wince and look down.

"I needed a job," Penny said with a sigh before looking at May deciding to come clean about something. "The school never sent a letter for that scholarship fee, that was me."

Eddie looked a little lost as no one told him about that before his watch beeped. "I need to head to the lab, take it easy Aunt May and Penny have fun in school."

"Got it bro." Penny said with Eddie standing up to leave, giving May a quick hug.

As soon as he left May looked back at Penny. "Why didn't you tell us that was you?"

Instead of answering Penny sighed. "Why didn't you tell me we were behind on the bills?" She asked the question catching May by surprise. "I was on my way home when I saw you and… Uncle Ben enter that pawn shop to sell your jewelry."

On hearing that, May sat down where her cup of coffee was looking a little ashamed. "We didn't want to worry you Penny, you're not supposed to be worried about bills or finding a job at your age, just worry about school and get into college."

"Aunt May, I-." Penny went to say her phone buzzed letting her know the bus would be there soon if it didn't arrive early.

"You should go before you're late," May said forcing a smile on her face. "This roast will take all day to cook and you can't afford to miss anymore days."

* * *

Penny wasn't sure what was going on as she walked in the school but a lot of people were avoiding her, Gwen and Harry haven't made it to school yet either and she was just opening her locker when the last voice she wanted to hear spoke up.

"Parker."

"Sally please can we not do this?" Penny asked not wanting to deal with this, turning around before being surprised when she saw Sally looking awkward, Liz and a dark skinned girl who Penny knew as Gloria Grant nearby.

Seeing Sally awkward was actually a weird sight for Penny to see before Sally spoke up. "I'm just-," Sally actually looked lost, unsure of how she wanted to say this before she just shook her head. "Welcome back."

Penny blinked when Sally just turned and walked off, unsure of what just happened while Liz went after her best friend, Gloria however took the time to give Penny a look of sympathy before heading after them.

It was then that Penny realized why they did that and looked away.

She didn't want any pity after what happened to Uncle Ben-.

"Penny." Hearing her name, Penny looked over her shoulder to see Gwen and Harry heading for her, so giving a smile the bespectacled girl grabbed what she needed before closing her locker and heading for them.

"So what was that about?" Gwen asked as she saw the three cheerleaders leaving right as soon as she and Harry entered the room. "Was Sally giving you problems again?"

"No, she actually said welcome back." Penny said not wanting to elaborate. "So what did I miss?"

"Nothing much really it's just been the usual." Harry said to her. "Well except for the teachers giving out more pop quizzes than what's necessary."

Penny gave a slight chuckle, feeling happy that something normal was going on.

School seemed to have flown by before the three were killing time at the school gates. "So are you two still heading over to the Stark Expo tonight?" Gwen asked curiously knowing it's been two months since Harry asked about that.

Harry blinked and groaned, actually forgetting about that.

Sure they might've talked about going but with what happened he wasn't sure if Penny wanted to go-.

"I'll have to ask Aunt May but I might be able to go." Penny said, her answer making Harry look at her in surprise. "What?"

"Nothing just… Surprised." Harry said unsure of how to continue from that.

Penny gave a shrug, knowing why he was surprised but she wanted to get a clear picture on who this Wilson Fisk was and considering he was going to be attending this party from what she found out along with the chance to see the Invincible Iron man she didn't have a reason to say no.

Well that and she wanted to hang out with her friends still, she has been blowing them off quite a bit since getting these powers and didn't want to make that a habit.

"So you think your Aunt will let you?" Gwen asked with Penny sighing.

"Honestly? No clue," She said as she has brought it up at least once or twice with her Aunt and Uncle when Harry first suggested it.

"Well it is in two hours so you might want to ask her." Gwen reminded Penny with the girl sighing.

"I'll head home and ask." Penny said looking at Harry. "I'll call if I can go."

"Got it." Harry said hoping she could go.

As Penny left, Gwen smiled at Harry, not a teasing one but one that's happy for her friends. "I hope you guys enjoy the night." She said giving him a light playful punch on the shoulder.

Harry gave her a suspicious look before smiling. "Thanks Gwen."

* * *

 _ **Thwip. Thwip.**_

Spider-Man swung through the city on her way to Queens, keeping an eye out for trouble as she hurried home.

She only had to stop for a simple mugging and found herself a bit worried at how she was considering that simple.

' _Still it's going to be cool to see Iron Man,_ ' Spider-Man thought letting go of the web line, letting herself soar through the air, doing a flip. ' _But then there's Harry._ '

Spider-Man still hasn't forgotten when Harry tried to kiss her on the night she got bit by the spider, and even though Harry asked if they could pretend that didn't happen she couldn't help but feel her heart beat fast at the thought.

What she was thinking was practically crossing the invisible line of friendship and she wasn't sure if she wanted to do that and yet a small part of her was hoping she would.

Maybe she could use this to test the waters? To see if she really wanted that or if it was just her overthinking it.

"Friendship. Possible Relationship. Man how did it get so complicated?" Spider-Man muttered, landing on a public bus that was now crossing the bridge into Queens, just enjoying the wind racing across her costume while she hung onto the roof. "Okay come on Penny if you can get through fighting the Beetle or these Enforcers you can go to an Expo with your friend."

Does she have a dress to wear if she goes?

' _Wait, if I go in a dress what will I do with my Spidey outfit?_ ' Spider-Man found that as an interesting dilemma as she didn't want to go too far without it anymore-it was becoming a second skin for her after a few days.

Then Spider-Man reminded herself of the third reason she was going to the expo.

Wilson Fisk, she needed to know if he really was this 'Kingpin' and if he is she needs to find the evidence to take him down. Maybe Daredevil knew more on the subject?

Seeing that they were in Queens, Spider-Man jumped off of the bus and moved from rooftop to rooftop, sneaking through her bedroom window after listening to her spider-sense telling her it was alright.

Once she was changed, Penny head downstairs to see May watching the news while the Roast was cooling off, her Aunt looked surprised to see Penny coming down the stairs. "Penny I didn't realize you were home." May said with Penny freezing.

Okay from now on she was going to sneak back out after changing in her room to come in the front door.

"You must've missed me when I came in." Penny lied, rubbing the back of her head as the News was talking about a movie where a special effects artist named Quentin Beck would be working on in a few weeks.

May looked a little doubtful before accepting that possibility, she has been pretty out of it since coming back. "Well you're just in time for dinner, Eddie called and said he was going to be a little late."

"Got it," Penny said, adjusting her glasses nervously, something that caught May's attention knowing of her nervous habit.

"Penny, what's wrong?"

"Do you remember how I mentioned that Stark Expo last month?" Penny asked hesitantly as another problem with her going cropped up in her head.

May nodded, pausing as she did so. "That's tonight isn't it?" She asked with Penny confirming that. "Didn't Ben and I give you permission to go when you asked last time?"

"You did but I'm not sure about leaving you by yourself after last time." Penny confessed earning a smile from May.

"Penny you don't have to worry, Eddie will be here with me and nothing will happen," May promised to her niece before giving her a hug. "I appreciate the concern but I don't want you to miss something like this because of me."

"But-." Penny said doubtfully, happy she could go however she still had misgivings.

"No buts young lady." May said to her, showing she wasn't going to back down from this.

* * *

Penny took a deep breath as she was in her room, looking in the mirror, feeling extremely self-conscious about what she was wearing.

She was now wearing a royal blue sleeveless dress, a bateau neckline along with a skirt that stopped right at her knees. There was a zipper on the back and a small cutout near the bottom of the dress to show a little of her back above the waist.

This dress was a something she was given as a gift from her Aunt who bought it earlier that year for the event she would go on a date or to a dance, luckily she still fit in this dress after the bite.

Penny was embarrassed as this showed her curves pretty well and the blue heels were a bit of a pain.

Taking a deep breath, Penny grabbed her one-strap backpack where she had her Spidey outfit just in case as well as a camera. Her web shooters were around her wrist but in a way where they looked like bracelets.

Taking another look, Penny remembered how Harry said she would look cute without her glasses and took them off, deciding to go with the story that she had contact lenses.

' _Just calm down it's just a party with a friend, who tried to kiss you._ ' Penny felt her face heat up as she walked down the stairs before a camera flashed blinding her and making her yelp because that didn't set off her spider-sense at all.

Hearing a snicker as spots were in her eyesight, Penny glared at Eddie who held the camera. "Aunt May wanted me to do this." He said with a grin. "You look nice Sis."

"I am so getting you back for that." Penny muttered rubbing her irritated eyes.

Eddie quirked a brow in amusement. "I'd say this was me getting you back for how you embarrassed me when I was dating Anne Weying."

"How is she by the way?" Penny asked curiously.

"Studying law in ESU," Eddie said with a shrug. "We've been talking lately and might give it another shot."

"And I hope you two do well," May said entering the room. "Anne was a great young lady."

Eddie rubbed the back of his neck while May looked at Penny and smiled sadly, tearing up a bit.

Looking at her now she wished Ben was here to see the little girl they raised looking like a young woman.

"You look beautiful Penny," May said walking over to give her niece another hug. "And I hope you have fun tonight."

"But not too much fun." Eddie quipped, effectively ruining the moment and making Penny blush like a tomato.

"Oh it's on Bro." Penny said with Eddie giving a chuckle while May gave a light slap to his shoulder for insinuating that.

"Behave," May lightly scolded right as the doorbell rang. "Ah that must be Harry."

"I'll get it." Penny said, hearing a snicker from Eddie when she went to do so. "What?"

"Hoping to make an impression?" Eddie asked with a smirk.

If it was any other guy he would've put on the big brother act and talked with them but he knew Harry pretty well so he was okay with this.

That didn't mean he wasn't going to do anything though.

Penny decided to ignore him and opened the door to see Harry who was wearing a black suit with a red tie, he wasn't looking towards her yet, instead looking towards the dark car that was pulled up.

However when he turned, Harry froze a bit, looking at her in surprise.

He's never seen her wear anything outside of the clothes she wore at school so seeing her dressed like this was new and he had a hard time looking away.

"Catching flies?" Penny asked in a bit of a teasing tone making Harry realize his mouth was open and he quickly shut it in embarrassment.

"Sorry but you look breathtaking-I mean great yeah great," Harry said babbling a bit, tugging at his collar to try and calm down. "So you ready?"

"Be sure to be home by ten." May warned making her presence known looking amused at the reactions. "No later."

"Ten, got it." Harry said that leaving them with four hours.

"Yeah if you're late I'll look for you two." Eddie said holding an apple as he was using a pocket knife to slice it a bit, looking right at Harry while doing the process making the teen gulped a bit seeing what he was doing.

Penny gave Eddie a look as he smirked before walking off, giving a wave to them. "Don't worry about Eddie he was kidding."

"Right." Harry muttered doubtfully before opening the door for Penny at the car, remembering the etiquette lessons he learned while growing up.

* * *

Fury had a dark look as Coulson gave his report after getting treated because of his fight with the Taskmaster. "Any idea on who Master's Boss is?" He asked as the Taskmaster had the Scorpion now.

"None, he was very vague on the whole deal." Coulson said with a frown.

Giving a slight curse, Fury looked at Coulson. "What about Osborn?"

Truth be told he wouldn't be surprised if Osborn was somehow a part of this with the moves the man has been making.

"Osborn has a slight concussion due to the blow he received when Taskmaster took him down but Octavius is currently in a coma." Coulson reported to Fury.

"I want you to heal up we're going to be hunting Taskmaster once you're good to go." Fury said wanting to take care of this personally, already having every SHIELD Asset available looking for Taskmaster.

"What about Agent Romanoff?" Coulson asked as she wasn't there.

"She'll be at Stark's Expo talking with him about the Avengers Initiative." Fury said before cupping his chin. "Any word from Barton on his last mission with Morse?"

"Currently still tracking Banner." Coulson said as he kept up with them due to being their handler.

* * *

"Wow," Penny said in slight awe at the Expo, there were so many people there both teenagers and adults, although there was a guard near the bar area carding people to keep those who are underage out and she could see some Stark Industries inventions on display, some of them being earlier variations of the Iron Man Armor-they were fake obviously but still looked realistic. "This is amazing, can you just imagine the secrets the armor itself holds?"

"I can imagine." Harry quipped a little amused while looking at the armor himself with music playing in the background.

"And look at this," Penny saw a miniature replica of the Arc Reactor. "All the energy that powers the armor in such a small device."

"Your inner-fangirl is showing." Harry warned laughing as Penny gave a look.

"You can't tell me that you're not interested in all of this." Penny said gesturing to all of it.

"I am but I can't show it, remember my Dad and Mr. Stark aren't exactly on good terms." Harry pointed out with Penny blinking.

"Good point," Then she quirked a brow. "How did you get the tickets without him knowing then?"

"I'm just that good." Harry said proudly with Penny rolling her eyes.

The two of them were interrupted by another voice. "Penny?" They turned to see Ben Ulrich who approached them in surprise.

Harry was a bit on edge, not knowing who this was but Penny gave a smile. "Mr. Ulrich," She greeted with a polite nod. "What are you doing here?"

"My job, Jameson wanted a reporter at the expo to see what Tony Stark would unveil," Ulrich said looking at her. "I just wasn't expecting to see you here."

"You know him?" Harry asked in surprise.

"I sold some pictures to the Bugle, he's one of the reporters there." Penny explained with Harry getting it. "Ulrich this is Harry a friend of mine."

"Nice to meet you." Ulrich said politely shaking hands with Harry, recognizing him as Harry Osborn.

"Sure." Harry said with a nod, this Ulrich guy seemed pretty okay so far.

"Right, I better get back to work you two have fun." Ulrich said giving a wave as he walked near the front.

"So you asking for the camera was to take pictures for the Bugle?" Harry asked looking at her while Penny gave a slight giggle.

"Guilty." She admitted with a grin.

Unknown to them however Natasha Romanov was watching the two with hidden interest, casually taking a sip of her drink, dressed in a sleeveless red dress with her hair done.

She originally came to see what Stark would be up to but the last thing she expected was to see Parker there, the girl making it on SHIELD's radar a lot more with her actions as Spider-Man-only her, Fury and Coulson knowing the truth about her.

"Well you're not the Agent I was expecting." A voice said making Natasha frown and turned her head to see Tony himself with a martini. "How are you today Miss Widow?"

Natasha frowned at the man for casually saying that making him smirk.

"Ah right, undercover." Tony said with a smirk.

"You're lucky no one overheard that Stark." Natasha said with Tony shrugging.

"Relax, live a little I swear you Agents take the same initiative with having a stick shoved up your-." Tony stopped at the warning look while having an amused expression. "Still I was expecting Coulson."

"Agent Coulson is currently on leave for some rest." Natasha said her frown disappearing as she knew that Coulson and Stark had formed a friendship in their interactions together.

That was shown when Tony adopted a concerned expression. "Is he alright?"

"Yes nothing lethal, just a hazardous part of the job." Natasha said not going into detail.

Tony shrugged and sipped his martini. "So any reason you're eyeballing a couple of teenagers?" He asked making her tense.

There was no way she was that obvious.

On seeing her tense, Tony smirked. "You forget I know how most of you guys think with how often I deal with Fury." He said enjoying the fact that he managed to surprise the infamous Black Widow.

Natasha kept quiet with Tony sighing.

"Fine I'll guess, the guy looks like a carbon copy of Norman Osborn-only he's smiling and joking around-kind of creepy but good that we don't have an exact copy," Tony said as he remembered the times he met the man and was always put off by how cold and ruthless he was even before his Iron Man days. "It's reasonable for SHIELD to be interested in him since he might inherit Oscorp am I right?"

Natasha looked away as if he was right but more of a point to place Tony on a false trail as she didn't want him interfering with Fury's watch over Spider-Man.

"Then there's the girl, kind of cute," Tony said with Natasha arching a brow. "What? I'm being honest she's way too young for me."

With that he drank his martini, seeing the girl looking over the mini arc reactor model and recognized the spark in the eyes.

It was the same spark that he had when he worked on weapons in his youth and he idly remembered Doctor Pym and Banner having the same spark.

"Or is SHIELD interested in her because she seems like a Genius?" Tony asked smirking at how Natasha subtly tensed-if he didn't know what to look for from all of his dealings with her then he would've missed it entirely.

They don't call him a genius for nothing.

"If not then you won't mind if I introduce myself-." Tony began only for his watch to beep. "Nevermind it's showtime."

As Tony left, Natasha looked annoyed.

It looks like she'll need to work on her expressions and skills a bit more if she wants to hide anything else from Stark and smirked.

She enjoyed a good challenge.

But she took one last look at Penny and Harry, seeing Penny pause as if she knew she was being watched and quickly looked away to see from the corner of her eyes Penny scanning the room.

They had a theory that 'Spider-Man' had some sort of sensor-like ability from how the teen seemed to dodge attacks without looking, especially considering how the teen always tensed before the enemy she was fighting even moved.

Then there was the fact that they couldn't catch her on camera showing that she seemed to be able to sense surveillance equipment.

Taking a sip of her drink, Natasha moved through the crowd.

* * *

"Weird." Penny muttered rubbing her head as her spider-sense dulled.

Just what was it sensing?

"Hm? What's weird?" Harry asked looking at Penny.

"I don't know, just felt like something was off." Penny lied with Harry chuckling.

"Well you've never been to one of these so you're probably not used to it." Harry reasoned with Penny giving a nod pretending she was agreeing with him before tensing.

Standing nearby was Wilson Fisk himself.

' _Okay wow he's a lot bigger in person._ ' Penny couldn't help but think while feeling a little intimidated by his sheer girth of size in itself. ' _The picture made him look smaller._ '

But what should she do now?

She wanted to confront him about Carradine but she knew that would be a bad idea, especially if he's truly this 'Kingpin' of crime.

With her only family being Aunt May and Eddie Brock along with her friends Harry and Gwen she had to be extremely careful.

'I'll have to investigate him as Spider-Man.' Penny thought with a frown before loud music began to play. "Huh?"

Harry however smirked. "You ready?" He asked knowing what it was, especially with 'Back in Black' playing on full blast-he's heard enough from his father to know what Stark was like.

Penny didn't get the chance to answer as an armored humanoid shape landed on the stage with fireworks shooting behind it, in a crouch superhero-like landing.

The armor itself was pure red and gold looking brand new as Tony Stark stood up in the Mk. VIII armor with the faceplate having the two upper sides going up in pointed ends, looking around through the crowd as various other armors landed near him-all of them decoys to the real thing just for show.

"Welcome everyone to the Stark Expo Charity Event," Tony said the faceplate coming up to show him with a grin on his face. "How are you enjoying the party?"

There was a roar of a crowd while Penny watched with a blink.

Was this how people felt when she used Spider-Man to be on a show-?

She paused her spider-sense subtly going off, missing part of Iron Man's speech as he spoke, some of the armors flying around.

"Jarvis how about a little show and tell?" Tony said his faceplate coming back on as he was going to show off his new armor by having the other ones used as target practice.

" _ **Warning, projectile coming.**_ " Jarvis sudden warning surprised Tony.

"Wait wha-?" He was cut off when something slammed into him, sending him flying across the stage some sparks flying.

Thankfully the armor was extremely durable as he easily pushed himself up to see a group of mercenaries wearing yellow flying through the open skylight.

"Target in sight, I repeat Target is in sight." One of them shouted with Penny thinking these were some weird beekeepers due to the helmet.

"Is this a part of the show?" Penny heard someone ask but she knew it wasn't given how her spider-sense was going.

"AIM," Tony growled out. "So the Advanced Idea Mechanics decide to attack a charity event?"

With that he shot into the air, while activating the speakers.

"Attention this is not a part of the show, evacuate the building now!" Tony told them and that warning was enough for people to panic.

"Whoa!" Harry felt himself being pushed with the crowd, something Penny used to her advantage. "Penny!"

He couldn't see her over the sea of people.

Making it outside, Penny quickly scaled the wall, taking the heels off first. "Sorry Harry, I'll make it up to you later." She muttered making it to the rooftop, taking her Spider-Man outfit out from her bag as she worked to take the dress off.

* * *

Iron Man grunted as they fired beams at him. ' _Alright AIM has definitely got quite the upgrade._ ' He thought as they never gave him this much trouble before with his previous armors.

Luckily the other ones in the room were all decoys and robotics otherwise there was a risk of them getting the actual tech.

Still who funded them? Was it Hammer or someone he didn't meet yet?

One AIM agent however looked nervous. "Um even if the circumstances aren't ideal it's an honor to meet you Mr. Stark." He said making his friend smack him upside the head.

"Shut up and do your job."

Iron Man couldn't help but be amused by that as it was the first time something like that has happened to him.

"Wow sounds like you have a rabid fan Mr. Stark," A new voice said with some laughter before they heard a 'thwip' sound as webbing blinded one of the AIM men making them look up to see Spider-Man on a nearby wall. "I swear people like that need a restraining order."

"Spider-Man?! He was not a part of the plan." One of the AIM people protested.

Iron Man found himself a bit surprised but he wasn't going to say no to some help in order to end this quickly. "Think you can handle them?" He asked giving the web head a chance to leave if he couldn't, especially since he was pretty sure despite the muffled voice the Spider-Man sounded like a teenager.

"Can't be any harder then the Beetle." Spider-Man said right as AIM opened fire.

 _ **To Be Continued…**_

 _ **Alright, I'm ending this chapter here and I hope you like how I did Tony Stark for a first attempt on him, next chapter will show a bit of a team up between him and Spidey-further expanding on this Marvel World, along with the aftermath of Taskmaster's attack with Octavius being in a coma and a mention of Hawkeye in the midst.**_

 _ **So time to answer the reviews.**_

 _ **DannyPhantom619: It won't be for awhile because I want to take my time with this story, the way of the spider will come soon enough I can promise that one. I haven't really given it any thought to finding someone with a DeviantArt account to make a cover or fanart of this story, it would be cool though. As for how many chapters this story will have that's still in the works, I haven't decided as of yet.**_

 _ **MythologyStar: Huh, I didn't know that-it would be something to work on in the future and have Penny change to that in this story, thanks for the explanation on the chip in the costume, I've heard good things about the Daredevil show but I don't have netflix so I haven't been able to watch it.**_


	10. The Stark Expo Part 2

_**Disclaimer: I don't own Spider-Man or Marvel so no suing please.**_

 _ **Summary:**_ _ **Penelope 'Penny' Parker was just your average girl who went to High School, but a spider-bite changed all of that. Now gifted with amazing powers and suffering a personal loss Penny chose to fight crime as the Amazing Spider-Man-despite being a girl. But with bad guys coming out of the woodwork will she thrive or die?**_

 _ **Chapter 10: The Stark Expo Part 2**_

"Wow, is having bad aim a bad guy trait or are these guys just unlucky?" Spider-Man taunted, dancing and weaving around the gunfire as the AIM grunts tried desperately to hit her.

Iron Man didn't answer as he blasted a few of them back with his repulsors-making sure it was a concussive blast instead of a lethal one.

Spider-Man would be lying if she wasn't a bit disappointed as she heard rumors that Iron Man did banter in fights a bit, but figured he wanted to end this one as quickly as he could, webbing some of the guns and yanking them away. "Now, now if you can't play nice with others we're going to have to take your toys away." She mocked before jumping in, doing a handstand as she spun around, kicking three of them into the wall where she webbed them there.

This was going pretty smoothly if she had to say so.

"So who are these kooks anyways?" Spider-Man asked landing next to Iron Man-something she would totally geek out about when she was alone. "And what's with their fashion sense? I mean I'm wearing a red and blue leotard and these nutjobs make me look like I'll win a Fashion Contest."

"They're the Advanced Idea Mechanics, a terrorist organization that broke off from Hydra years ago." Iron Man answered his lips twitching at the joke, finding that a bit humorous but wanting to focus.

"Hydra? I thought they disbanded." Spider-Man looked at Iron Man in surprise the AIM soldiers taking advantage of that but it was useless as Spider-Man just calmly moved her head from side to side to dodge them.

"You'd be surprised kid." Iron Man said raising his hands to blast them back.

"... I'm not a kid."

"Sure you aren't." Iron Man said a bit smugly but then he began to sound a bit more serious. "They're always after what they deem the best tech in the world and considering they're here you can take a guess on what they're after."

"It's either your armor or the arc reactor, way I see it both items would make a killing for them." Spider-Man guessed with a shrug using her webbing to cover all of AIM's weapons.

Iron Man allowed another smirk at hearing that before AIM opened fire with some secondary weaponry they had hidden, the Armored Hero quickly moving in front of Spider-Man as he was more durable, only to see Spider-Man casually weaving around the gunfire.

"Jarvis hack into their jet packs." Iron Man ordered firing his repulsors at their weapons, the mercenaries moving out of the way.

" _ **Hacking.**_ " Jarvis said the progress being shown on the computer in the suit.

Spider-Man meanwhile managed to cover the weapons in webbing and launched herself at one, landing on him, aiming both web shooters at the other AIM Mercs to web their helmets, blinding them.

That allowed for Iron Man to put in all power to Jarvis in order to hack and the jet packs began to splutter and die out making the Mercs fall to the ground where Spider-Man easily made a net of webbing to keep them trapped.

' _Huh this went a lot faster than I thought it would._ ' Spider-Man thought as she honestly expected for this to take much longer.

Apparently Iron Man thought the same thing. "Jarvis, hack their communications." He said walking towards them. "I want to know what they're planning."

Yes they did give him more trouble than he was expecting but they still went down too easily.

" _ **Warning, unable to decrypt.**_ " Jarvis said and that surprised Iron Man.

' _Someone capable of keeping Jarvis out?_ ' Iron Man thought not sure if he should feel impressed or worried.

He'll have Jarvis keep the code so he could analyze it.

Once he does that Iron Man will be a step closer to finding out who funded AIM this time.

"So uh is that it or are we expecting something else?" Spider-Man asked a bit hesitantly.

Her Spider-Sense wasn't going off and she had to get out to find Harry again but she didn't want to leave if something else was going on.

"I don't think anyone else is showing up, thanks kid." Iron Man looked at Spider-Man wondering how old this 'guy' was.

By the sound of the muffled voice he'd go for young teenager as well as the mentality the teen showed so far.

Still the kid was good as he wasn't hit once in this fight against AIM.

"So you're that Spider-Man that's been on the News lately?" Iron Man asked curiously with Spider-Man a bit surprised to hear that Iron Man heard of her.

"Uh yeah." Spider-Man muttered a bit shyly, happy that the mask covered her face before her Spider-Sense went off.

The doors burst open with the NYPD coming in making Iron Man look towards them, hearing a 'thwip' sound behind him and he smirked knowing that Spider-Man just left before he could be seen.

Pretty smart for the kid as Iron Man had a lot of lawyers and this was a case of self-defense so they couldn't take him in, but the kid they could.

"Mr. Stark," Captain Stacy said with a frown, looking behind him to see the retreating form of Spider-Man go out the broken skylight. "You seem pretty popular these days."

Hearing the annoyed tone, Iron Man had a feeling that this was one of those officers that hate the idea of Heroes or Vigilantes. "Well you know me, I'm always the life of the party."

* * *

Penny sighed as she was straightening her dress and hair, looking through the crowd outside holding her bag where the Spider-Man costume was, and checking the camera she had set up.

There were pictures of her and Iron Man fighting a terrorist Organization, she definitely had some good pics to take to the Bugle.

Putting them in the bag, Penny heard her name and turned to see Harry pushing his way through the crowd trying to get to her.

"I've been looking everywhere for you." Harry said sounding out of breath placing a hand on her shoulder. "Are you alright?"

"I'm fine Harry," Penny said feeling a little guilty for making him worry, but she just gave him a smile to calm him down. "Got a few pics while I was trying to get out."

"You risked your life for pictures?" Harry asked in disbelief. "Are you crazy?!"

"Well not willingly, I couldn't exactly get out and I had a camera, so I figured why not take a picture or two to sell to the Bugle?" Penny said a bit sheepishly wincing at that as she should've expected that reaction. "I got out as soon as I saw a safe route to take."

That was when they heard the crowd around them going crazy and looked up to see Iron Man taking to the skies as he finished speaking to the Police and they were currently taking the people in AIM away. "Alright everything is good, you can all come back in." He said as if nothing happened.

Penny found herself caught off guard by that as she would think that the Expo would've been cancelled for the night-then again there wasn't really that much damage done to the place and all the bad guys were caught.

She could see Ulrich nearby writing stuff down as he was able to see the action and the girl smiled.

"Want to head back in?" Penny asked with Harry looking a little unsure before smiling.

"Sure thing."

* * *

Across New York, a hand slammed onto the armrest of a chair as a young man was inside of what looked to be a dorm room, watching the News as they were reporting live on what happened at the Stark Expo.

The twenty year old man with brown hair looked at the News before his brown eyes flickered to his high-tech laptop where it was showing things through the eyes of one of the AIM soldiers with their helmets, the link destroyed to where it wouldn't be traced back to him.

Stark was so arrogant to think that he could hack him?

He has no interest in the Iron Man armor due to how obsolete it was compared to what he had planned, he just wanted to have the weapons he made tested and they worked wonders.

After all the weapons he gave AIM were only the prototypes of what he has planned.

The man would've had no problems if they finished Stark off and kept that armor but they were stopped when another anomaly entered the fight.

Spider-Man.

"An insignificant setback." The Man said as while it was unexpected all he could say was that this changed nothing.

Hearing the doorknob turn, the man quickly turned it off, adopting a neutral expression at the return of his roommate, someone he hated with a passion. Someone he looked down on but one he can safely say that keeps him on his toes with an urge to remain ahead of him.

"Richards." Victor Von Doom greeted the nineteen year old man with black hair, wearing a lab coat and glasses. "You seem to be running late."

"Victor," Reed Richards said with a frown showing that the dislike for his roommate was a shared sentiment. "You weren't at the meeting that Doctor Storm called."

"I was busy with my own designs." Victor scoffed as he was only using the resources that the Baxter Building offered to achieve his own designs, one that would lead him to reclaim his rightful place in the war-torn country of Latveria. "Surely you don't need my help for something as insignificant as this Negative Zone you've been researching."

As Victor moved to leave Reed's eyes looked at him in suspicion as something about the guy always had him on edge. They were supposed to work on studying the effects of Cosmic Radiation from the Negative Zone, but Victor has been skipping out on meetings and that worried him.

Shaking his head to clear it after the guy left, Reed sat at his desk in their room and began to write down some formulas before his phone buzzed.

Checking it, Reed smiled when he saw it was an old friend texting him saying he was on leave from the Army and was going to accept the invitation that the young man sent to him to see them open the Negative Zone.

They were going to make history next week.

* * *

"Uh Harry I wouldn't trust the punch." Penny said her spider-sense going off on it as the Expo was still going on, Iron Man already finishing the show for the Charity Event. "Don't they spike it at events like this?"

"Isn't that usually for High School Dances?" Harry asked taking a sip before coughing as he could taste alcohol in it.

"Don't say I didn't warn you." Penny giggled as Harry hacked.

"I don't see how grown ups can drink that." Harry muttered, making a face of disgust.

"Simple we're grown up." A voice said making the two turn in surprise to see Tony Stark himself looking at the punch bowl with a sigh, placing a finger to his ear where a blue tooth was. "Jarvis let Happy know to refresh the Punch."

" _ **As you wish sir, Happy has expressed his desire to strangle the person who did that as this makes it the fifth time tonight.**_ " Jarvis answered back.

Penny couldn't help but gape at seeing Tony Stark this close-well as herself rather than as Spider-Man.

That was an entirely different situation.

"Uh kid you okay there?" Tony asked with a smirk, already used to those types of reaction.

"Y-Yes I'm fine." Penny found herself tongue tied as she didn't want to embarrass herself in front of her hero in the science department. "I didn't expect to see you-I mean I did but I meant up close-no wait that's wrong-."

"Penny breathe." Harry said trying not to laugh.

Instead, Penny clammed up looking red in the face.

Why was it so much easier talking to him as Spider-Man then as herself?

Oh man this was so embarrassing.

"I'm just here checking up on the refreshments don't let me bother you." Tony said seeing that she was embarrassed before looking at Harry. "You're Norman's kid right? How is he?"

Harry tensed a bit, Tony not missing that little action. "He's doing fine, he's been staying late at Oscorp the last year or so."

Seeing that it was a bad subject, Tony shrugged. "Alright, I won't intrude on you two much longer," He said wondering just which of these two was Romanov watching and he could see from the corner of his eyes the woman giving him a look. "Enjoy yourselves."

As he left, Penny slowly blinked. "We just talked to Tony Stark." She muttered in disbelief, Harry chuckling.

"I saw that, I'm surprised you didn't ask for an autograph." Harry said a big grin on his face.

Penny rolled her eyes at that. "Oh be quiet." She said, Harry giving a laugh.

Smiling a bit herself, Penny looked over towards the crowd and saw Wilson Fisk himself walking towards Tony Stark.

"Hey I have to use the bathroom, I'll be right back." Harry said with Penny giving a nod happy to hear that as it would give her a chance to eavesdrop.

When Harry left, Penny walked through the crowd towards where Stark was, trying to avoid the couples who were dancing to the music and was in time to hear Fisk speak. "Quite the event you had today Stark." Man he had a bit of a deep voice.

"Fisk, it's a pleasure to see you here tonight, so sorry about missing the meeting with you." Tony said with fake cheer that Fisk easily saw through.

"I'm sure, how about we reschedule."

"Ooh sorry I'll be leaving New York after tonight you know how it is with us CEO's am I right?" Tony asked egging Fisk on with a smirk while Fisk glared. "But let's cut the pleasantries you wouldn't happen to know anything about what happen would you?"

"I assure you, I don't know anything about this unfortunate business yet." Fisk said and Tony gave a nod as it was too high profile for him.

"Alright then we have nothing more to talk about." Tony said about to walk away when Fisk spoke.

"I would be careful in your choices Stark, you play a dangerous game."

Penny would've heard more if her Spider-Sense didn't go off when someone tapped her shoulder making her jump, turning to see a young man two years older than her wearing a tuxedo. "You seem lost." He said his blonde hair neatly groomed.

"Just waiting for a friend to come out of the bathroom." Penny said a bit nervously really hoping she wasn't being too obvious with the eavesdropping.

"Is that so?" The teen asked curiously before coughing. "Ah yes where are my manners I'm Richard."

Seeing him hold his hand out, Penny accepted what she thought to be a handshake. "Penelope Parker."

"A pleasure," Richard said taking her hand to kiss it like a gentlemen the action in itself surprising Penny as no one did that to her before. "Are you new to events like these?"

"A little," Penny said to him. "This is actually the first time I came to something like this so I'm a little out of my comfort zone right now. You?"

"I usually come to events like these due to my father so I'm used to them," Richard answered before he heard a new song playing. "Do you want to dance?"

"P-Pardon?" Penny asked not expecting that, her face heating up. "Uh I haven't danced before."

"Just follow my lead." Richard said and before Penny knew it she was being led to the dance floor.

Penny was sure that her face was completely red as she felt his one of his hands on her lower back while he took her left hind in his right hand and they were dancing.

"You sure you never danced before?" Richard asked after a moment as she was following his lead perfectly.

"I guess it comes natural." Penny lied as her sense of balance and her spider-sense was giving her an edge to avoid stepping on some toes.

Harry exited the bathroom at that moment, coming to a stop when he saw Penny dancing with someone and stared in disbelief. At first he was annoyed but it disappeared when he remembered asking Penny if they could forget about the 'almost kiss' that nearly happened the other week.

' _I lost my chance when I did that._ ' Harry thought a bit sadly going back to the punch table only to accidentally bump into a girl near his age. "Sorry."

"It's fine." A girl with shoulder-length black hair and brown eyes wearing a black dress said, looking him over before smiling. "I'm Lily."

Harry blinked before remembering the etiquette lessons he was taught. "Harry."

Eventually the dance was finished as Richard saw his father gesturing to him. "I'm afraid this is where we would have to part ways." He said kissing the back of her hand once more. "Enjoy the rest of your evening Ms. Parker."

"Penny." Penny said without thinking before flushing red while Richard smiled and left.

' _Come on Penny calm down it was just a dance._ ' Penny thought turning to see Harry talking with Lily and he looked to be smiling. ' _Well at least I'm not the only one making new friends._ '

* * *

"How did it go talking with Mr. Stark father?" Richard asked getting in the limo with Wilson Fisk.

"It went nowhere, the man is stubborn and arrogant." Fisk said grasping his cane. "I would love nothing more than to end him for his insolence."

"Then why don't you?" Richard asked with a frown.

"You still need to learn patience," Wilson said to his son. "Stark is too high profile for a target, especially with him being on SHIELD's watchlist, besides I have bigger concerns as of late."

Richard rolled his eyes believing his father was wasting his time worrying about this Daredevil and now this Spider-Man.

"Now enough talk about work, who was that young lady you seemed enamored with tonight?" Wilson asked looking at his son.

"No one for you to worry about father, Penelope Parker looked a little lost so I figured it wouldn't hurt to talk with her." Richard said with a shrug.

Wilson however frowned as he found that name to be familiar, just where did he hear the name Penelope Parker before?

* * *

"So how did it go?" Eddie asked as Penny entered the house to see May asleep in the living room chair with a blanket over her and the TV on.

"It went good until a group called AIM crashed it." Penny said as that was going to be on the News.

Eddie's eyes widened in concern. "Are you alright?"

"Yeah, managed to get some pictures for the Bugle but nothing bad really happened." Penny summarized with Eddie sighing.

"Geez, sounds like you guys had a rough night."

"It was unexpected." Penny said not saying anything else before looking at May. "How is she?"

"Still recovering but she's getting better." Eddie said with a smile. "Anyways you best take a shower before bed alright?"

* * *

Penny sighed as water cascaded down her skin, the hot water a perfect remedy for her to loosen up after what happened.

Eddie was right when he said that it sounded like a rough night.

Well not the AIM kooks as they were actually pretty easy to take care of and served as a great distraction from her thoughts regarding Harry.

They acted like they usually did over there, cracking jokes and slight teasing. No signs on if they liked each other as more than friends besides some small awkwardness on both of their parts.

Then there was that Richard guy and just thinking about him made Penny's heart beat a little faster and she was wondering if she would see him again before shaking her head, it was a big city so the chances of seeing him again were very slim.

' _Why couldn't this be as easy as those AIM guys?_ ' Penny thought lathering her body with soap. ' _At least that wasn't complicated._ '

A few moments later, Penny entered her room with the towel wrapped around her, pausing as she noticed something was off.

Her window was opened a crack when she clearly remembered closing it before she left.

Looking around carefully, Penny was on edge despite the fact that her Spider-Sense wasn't going off before seeing a folded up piece of paper on her desk.

Picking it up, she was surprised to see it was a letter.

' _ **I got in contact with an old friend of mine for your training, Shang-Chi will meet you at this address tomorrow night. I kept the information regarding your identity to myself as that should be your choice, remember to never compromise it if you wish to continue this life- DD.**_ '

"Murdock?" Penny asked in slight surprise.

Both from the fact that Daredevil actually had the initials DD on there and the fact that he managed to get it in her room despite her not saying where in Queens she lived.

… Wait how did he write this if he's blind?

Shaking her head, Penny turned her computer on while changing into some pajamas, intent on sending the pictures to Betty as they exchanged E-Mail addresses.

Once that was done she planned to go to sleep.

* * *

Penny groaned when her phone began to buzz as she blearily opened one eye to see it was Betty making her sigh. "'Lo?" She mumbled barely coherent.

" _ **Hey Penny sorry for waking you,**_ " Betty apologized hearing the sleepiness in her voice. " _ **I'm just calling you on whether or not you want us to mail the check for the pictures or if you were going to pick it up.**_ "

Penny blinked before remembering she never did write an address down and sat up with a yawn. "I'll pick it up after school." She said seeing the time.

It was close to seven so she had to get ready.

" _ **Alright I'll see you here.**_ " Betty said before there was yelling in the background.

That made Penny quirk a brow. "Something wrong?"

" _ **Jameson is just having a field day.**_ " Betty said with a sigh.

Giving a shrug, Penny heard the click resounding the phone being hung up and got ready for school.

Making it down the stairs she only saw May drinking a cup of coffee a concerned look on her face. "Morning pretty lady." Penny said surprising her with a hug that made the woman laugh.

"Penny did you sleep well?" May asked a smile on her face as Eddie just left for his job at ESU.

"I slept like a rock." Penny said rubbing the back of her neck before seeing the Daily Bugle paper in front of her.

It was a front page picture of her team-up with Iron Man.

' _ **AIM Disrupts Charity Event**_ '

There was a slight mention of how she and Iron Man worked together but it mostly focused on the Terrorist Organization.

Penny suddenly realized why May looked concerned when she came down the stairs. "Uh cool picture right?" She tried.

May sighed. "I worry for you Penny," She said to her niece. "I know you want to help but this is too dangerous for you."

"Aunt May I'm fine, I stayed away from all the danger," Penny said feeling her gut twisting from lying. "There wasn't any place for me to run to during all of that so I stayed hidden and figured I might as well take a picture or two."

"Is there anyway I can talk you out of this?" May tried but Penny shook her head making her sigh. "You definitely have the Parker stubbornness, your Mother was the same way."

So she stood up and looked at her Niece.

"Then I think we should set some ground rules if you're going to continue that job."

"G-Ground Rules?" Penny asked not expecting that.

Still it was good that May was actually coming around to her being a freelancer photographer.

"Rule one you are keeping some of that money," May said making Penny open her mouth to protest but May wasn't having it. "I know you got it to help with the bills but you should save some of that money for college or if you want to get a better camera."

"I can get into college with a scholarship." Penny tried as she was told she was smart enough for it.

"I'm not going to budge on this Penny you forget I have some of that Parker stubbornness too."

That made Penny chuckle.

"Rule two, I want you to be safe out there a picture isn't worth your life," May said sternly. "If you see something that's way too much for you to handle I want you to get out of there."

On that Penny hesitated because she would be Spider-Man during that. "G-Got it." She said knowing it was an empty promise.

"Rule three don't forget your studies, if your grades drop I'll call your boss and tell him you won't be coming in until they come back up," May said with Penny giving a surprised look. "Don't think I won't young lady."

"No I know you will." Penny said remembering how one time in Middle School her grades dropped because she got too into an experiment and May called the school.

Man that was mortifying.

"Those three rules are the only stipulations I have for you." May said before glancing at the time.

Looking there, Penny saw that the bus was going to be in Queens soon. "Alright I love you and I'll see you after school." She said running to the door, grabbing an apple as she did so.

"Oh and Penny, Mary-Jane is going to be starting school today would you be a dear and pick her up?" May asked surprising Penny as she remembered seeing the redhead that one day. "She doesn't have any friends in New York yet so it might help her out."

Penny found it a little hard to believe that she didn't have any friends yet but figured it was because she hasn't left Queens since arriving due to having to help unpack in Anna Watson's house as she was Mary's aunt.

So Penny smiled and gave a nod, exiting the house as she did so.

Walking next door, Penny was about to knock on the door when it opened to show Mary-Jane Watson herself with a school bag the redhead looking surprised to see Penny.

"Can I help you?" She asked unsure of who this was.

"Hi I'm Penelope Parker, I heard you were starting school today and thought you'd like a tour of it."

"Oh you're Penny?" Mary-Jane said looking surprised. "Aunt Anna told me about you."

So she smiled and held out her hand.

"I'm Mary-Jane Watson, but feel free to call me MJ."

"Nice to meet you." Penny said accepting the handshake.

* * *

Ulrich looked at the front page of the Bugle with a slight frown, unsure of what happened.

It wasn't that he thought these pictures weren't bad, they were great, the angles and dynamics really showed. The problem was that Ulrich himself was there to see the action, how Iron Man and Spider-Man interacted.

Not once did he see any sign of Penelope there taking pictures, so how did she get them?

… Maybe he missed her as he was a bit too focused on getting the story for what he was writing.

Still this was enough for him to get interested in the how she got her pictures. However it also wasn't any of his business as this was a teenage colleague of his at the moment and he only looked into stuff concerning Daredevil and Fisk.

And he didn't have enough proof that warranted another investigation even if he was looking for answers regarding Spider-Man.

Placing the paper down as he looked at his computer where he had clues written down on how to expose Fisk, Ben wondered idly what he should do next.

* * *

Wilson Fisk looked at the Daily Bugle while eating Breakfast that morning, his wife Vanessa was still asleep, his eyes however were on the name of the photographer who took the picture of the disruption to the Charity Event.

' _Of Course that's where I heard the name before._ ' Wilson thought remembering how this Penelope was the only photographer to get a picture of this Spider-Man. ' _This might actually work in our favor._ '

Seeing his son coming downstairs about to leave for his classes at the Private School in New York, Wilson stopped him. "Richard come here."

"Yes father?" Richard asked curiously before the paper was tossed at him. "Wha-?"

Richard stopped at seeing the name of the Photographer.

"Well what do you know?" Richard asked in surprise before realizing something. "I take it you want me to use this information?"

"The Enforcers have yet to find this Spider-Man," Fisk said as the Big Man gave his report the other day. "So we need to look through any connection we have on him, it might be a coincidence but if there's the slightest chance this Penelope knows who Spider-Man is we use it."

Richard gave a nod. "Well it's a good thing I made such an impression on her last night." He said remembering how she acted.

* * *

"So what do you think of the school?" Penny asked after a few classes when she met MJ in the hallway after showing her around in the morning.

The two did talk a bit on the bus and Penny learned that MJ was aspiring to be an actress, something that Penny found cool.

"It's a little different from the last school I went to, but I think I'll like it a bit more." MJ answered with a smile, earning a chuckle from Penny.

"That's good to hear, remember no take backs." Penny joked before she heard her name called and saw Harry and Gwen heading towards them. "Hey guys."

"Hey Penny." Gwen greeted with a friendly nod before looking at MJ. "Hi there."

MJ gave a polite nod. "Hello."

"Right introductions, MJ these are my best friends Harry Osborn and Gwen Stacy," Penny said clearing the air here. "Guys this is Mary-Jane Watson."

"Nice to meet you." Harry greeted with a handshake. "You enjoying Midtown?"

"So far I am." MJ said happy that she was with some friendly people.

"Hey you want to hang out with us this afternoon?" Gwen asked but before MJ could respond, Penny spoke up.

"Uh I won't be able to, I'm picking up my paycheck at the Bugle today for the front page picture." Penny said the sentence surprising MJ while Gwen sighed.

"I can't believe you risked your life for a picture Penny." She chided her friend who laughed a bit sheepishly.

* * *

"Thanks Betty." Penny said getting her paycheck and smiling.

It was three hundred and fifty dollars, not as much as her first payment but it was good.

If she keeps this up and get newsworthy photography every day she should be making big bucks, however it will be gone quickly due to using it to pay bills and living expenses.

"It's not a problem Penny you should've seen Jameson when he got this published, no one else got the picture for the event so we're ahead." Betty said making Penny feel pride at what she was hearing. "Keep it up."

"Thanks, I'll keep an eye out for any other Newsworthy events." She said but she knew she should probably back off of the Spider-Man ones to avoid people thinking she knew who 'he' was. "Do you know if Mr. Jameson has an assignment for me?"

"Not at the moment, I'll call you if he does alright?" Betty offered, with Penny accepting that deal. "Alright be careful on your way-huh?"

Looking surprised, Penny turned to see a delivery man with a bouquet of flowers. "Excuse me I'm looking for a Penelope Parker, I have this to deliver to her." The deliveryman said to Betty.

Tilting her head curiously, Penny spoke up. "I'm Penelope Parker."

"Alright sign here," The man said holding out a clipboard and when she signed it she was handed the bouquet. "Here you go."

As he walked away, Betty smiled a bit mischievously. "Got a secret admirer?" She asked with Penny shrugged.

"I don't know, this never happened before." Penny said a little freaked out to be honest before seeing a card in the bouquet.

So taking it out, she read it.

' _To Miss Penelope Parker, I do hope these find you fairly soon, I admit that I quite enjoyed the dance we had the other night._ ' It began giving Penny a pretty good idea on who sent these and her face flushed. ' _In fact I hope that we might be able to do something like that again if you want to, if you have the time would you meet me Durante's this next weekend around five in the evening? If you can't make it I understand. Signed, Richard Marianna._ '

There was also a number there to call if she couldn't make it and Penny swallowed a bit nervously.

Was she just asked out on a date?

Durante's was a high class Italian Restaurant and she has never been in there before.

'But what if something happens and I have to be Spider-Man?' She thought before seeing Betty looking at her with a quirked brow.

"Must be good if you're blushing," Betty remarked and Penny turned redder at that. "Okay you might pass out if you keep that up."

"You're enjoying this." Penny muttered with Betty giving a chuckle.

"So spill is it a love note?" She asked curiously.

Penny might've only just started but it was cute to see something like this, it reminded her of her own teenage years.

"I think so." Penny said before taking a deep breath to calm down. "Right I'll just get going."

The weekend huh? She had a few days considering it was a Tuesday.

 _ **To Be Continued…**_

 _ **Okay this took awhile to type because I had to go and rewrite it but I hope you enjoyed this chapter as it not only introduced a few other characters but you see another change from the comics due to Penny being a girl, after all Peter didn't have to worry about something like this now did he?**_

 _ **Still things are changing and they're only going to keep changing from here on out, so let's get the reviews done.**_

 _ **DannyPhantom619: Well it was more of a beat down than a fight considering how easy AIM is compared to the Beetle, in fact it was complete overkill for both Spidey and Iron Man but it did show their first team-up. Tony won't find out about Spidey's identity for a long time-if I do have him find out-but he would be impressed by how she went around to hiding it.**_

 _ **Mythology Star: Heh true, there's always watching it online. I'm find with the random facts, they're fun to read but I thought Spidey's max strength was ten tons and that was when he was an adult? Penny isn't that strong yet because she's still a teenager so her powers will change as she grows up and evolve over time.**_

 _ **Lillian Smith: Haha thank you and sorry for the wait had trouble with this chapter. I find it hard to believe no one typed a pretty good Female Spidey story, I mean I'm sure there are others but I haven't found them yet.**_

 _ **Princess-Boba: Thank you, it's fun to type this and the changes that happen if Peter was Penny, like say the 'date' with Richard Fisk, something that Peter never had to deal with.**_

 _ **Althea Sirius: Yeah I know what you mean and I like the Ultimate Fury look and how kickass he was but I also don't want people to forget the original one as well which is why I'm using him for this story.**_


	11. Power Surge

_**Disclaimer: I don't own Spider-Man or Marvel so no suing please.**_

 _ **Summary:**_ _ **Penelope 'Penny' Parker was just your average girl who went to High School, but a spider-bite changed all of that. Now gifted with amazing powers and suffering a personal loss Penny chose to fight crime as the Amazing Spider-Man-despite being a girl. But with bad guys coming out of the woodwork will she thrive or die?**_

 _ **Chapter 11: Power Surge**_

"Another day," Maxwell Dillon, an auburn haired man in his mid-twenties with blue eyes wearing a green uniform muttered as he was working on a few power cables while the sun was setting and some storm clouds were generating. "Man this is crap."

This was supposed to be his day off, but no, another lineman had to get sick which resulted in him being called in after some weird reports of the power lines being destroyed.

Something about a red beam, some ice and a nut job in a red helmet, Max didn't really pay attention to that as more of these nut jobs were popping up every day, instead he was focusing on his job, hoping he would get a pay raise out of this.

He had bills to pay as well as the stupid divorce fees that he had to pay after his ex-wife Norma Lynn ran off with another man which frankly pissed him off as it reminded him of how his deadbeat father abandoned his mother when he was a kid.

This wouldn't have happened either if his Mom didn't lie and say he was rejected from college due to a stupid fear of him ending up like his father so he lost his chance there and had to make due.

' _Just focus Max, one day you'll be rich and you'll find a girl that won't leave you._ ' Max reminded himself with the sound of thunder rumbling ahead. ' _Just be patient._ '

He just needed to be patient-.

 _ **-Krackaboom-**_

Lightning struck the power line he was holding with Max seizing up unable to scream with his body locking up right before he was blasted off of the metal ladder he was on and sent flying right on top of the electric lines car with serious burns on his body, people screaming around him.

He could vaguely hear someone calling an ambulance but nobody noticed a spark on his fingertips as the now broken power actually move an inch towards him.

* * *

Late that night after a bit of rain, Spider-Man swung to the address that Daredevil gave her and landed on the rooftop where she saw a dark haired man in his thirties wearing a red suit with the chest area black, looking like he was meditating before opening his brown eyes as Spider-Man landed.

"So you're Spider-Man, Daredevil called me and told me about you." Shang-Chi said standing up.

"Uh what exactly has he told you?" Spider-Man asked as while the note said that Shang-Chi didn't know her true gender she was a bit iffy on that part.

"Just that you have promise," Shang-Chi said to her. "But you are also unprepared for this world relying only on luck and your abilities."

"Hey I'm doing just fine." Spider-Man said a bit insulted.

"I didn't say you weren't," Shang-Chi got in a stance. "Now try to hit me."

"What?" Spider-Man asked in surprise. "I'm not going to do that."

She still doesn't know the limits of her strength as she is capable of punching through concrete along with that metal helmet that the Beetle wore and she had no desire to send Shang-Chi to the hospital.

"I can't teach you if I don't know where to begin." Shang-Chi said with a smirk. "You won't be able to touch me."

Okay now Spider-Man was glaring at the shot against her skills.

So she launched herself at Shang-Chi firing two strands of webbing so imagine her surprise when Shang-Chi moved at the last second, moving to kick her feet out from underneath her so she jumped right as he palmed her stomach sending her on her back where she used the momentum to get to her feet, staying in her crouch.

Did that just happen?

"Daredevil also warned me about your danger sense you possess," Shang-Chi said with Spider-Man blinking at that. "A useful tool but you're far too reliant on it."

It went on like that for a good few minutes until Spider-Man had to stop feeling pretty damn sore because she was unable to land a single hit on the guy, although she did come pretty close but right now she was drinking some water that he gave her.

"Okay what's your power?" Spider-Man couldn't help but ask once she caught her breath.

"Just my Martial Arts." Shang-Chi answered with Spider-Man looking at him in disbelief. "I've been trained my whole life to fight, you do have potential you just lack the experience and technique along with you listening to your instincts. Given time however you'll be able to overcome those faults."

Spider-Man gave a nod after thinking about it before Shang-Chi gestured for her to get up and showed her a stance.

"Just copy what I'm doing and then practice it." Shang-Chi said with Spider-Man giving a nod.

"So when do you tell me 'Wax on, Wax off'?" Spider-Man questioned innocently a few minutes later with Shang-Chi giving her a deadpanned look that asked 'Really?'

* * *

Needless to say the next morning, Penny was sore, even her enhanced healing didn't take it away. But she would bear with it because despite how proud she was of what she has been able to do so far as Spider-Man, being taught Martial Arts would be a great help.

After all if Shang-Chi is able to avoid her hits and thrash her around despite her Spider-Sense that meant that there was someone else who could and wouldn't mind killing her.

Rubbing the back of her neck to ease some of the soreness, Penny saw the flowers she got the other day from Richard and smiled as they were in a vase in her room along with the note and she had to say she really was looking forward to this weekend.

"Penny hurry up or you're going to be late." May's voice called in, breaking Penny out of her thoughts.

"Alright Aunt May."

* * *

"Maybe this was a bad idea." Spider-Man muttered as she decided to take the web express to get to school and that was how she found herself in this situation.

Chasing down some kook in a green frog-like outfit calling himself Leap-Frog.

Now she has heard of this guy as the thief went up against both Daredevil and Iron Man but now he was stealing from a Pawn Shop that was on her way to the school.

No powers but that suit did give the guy enhanced strength and agility if the way he's been leaping tall buildings in a single bound has shown. Still he wasn't losing her.

"Dammit why do I always run into you costumed freaks?!" Leap-Frog asked seeing Spider-Man still on his tail. "I'm trying to make a living."

"Ever heard that crime doesn't pay?" Spider-Man asked swinging past him before firing a web line but the guy jumped over it. "Come on I don't have time for this."

"Then leave me alone bug boy!" Leap-Frog told her, jumping on the next building.

"Geez how has Double-D kept up with you?" Spider-Man couldn't help but ask as even though this guy is clearly weird from his name and the suit-then again who was she to judge-he did show a lot of skill in evasion.

Finally she saw an opening and manage to snag his left leg making Leap-Frog come to an abrupt halt before slamming face first into the glass window where Spider-Man webbed him up and lowered him to the street.

' _Not as dangerous as the Beetle but still took a bit to catch._ ' Spider-Man said swinging off feeling pretty good about taking down another costumed villain. ' _Now if I could just get to school I'll be good._ '

Maybe she should just take the bus so she didn't have to deal with this?

…

"Made it," Penny called out in relief as she ran into the class right as the bell rang only to see students filing out while Mr. Warren was giving her a resigned look.

"You made it for the end of class," He corrected with Penny hanging her head in shame, ignoring some of the snickers that were going around. "So what happened this time?"

"My job." Penny muttered earning a bewildered look before she took her camera out and showed him the picture of Spider-Man tying Leap-Frog up, to prove her story.

"As commendable as it is that you stick with your job I need to remind you that you have a responsibility for school as well Miss Parker," Mr. Warren reminded Penny who nervously fidgeted at hearing 'responsibility'. "If you keep this up I'll have to give you detention."

"Sorry Mr. Warren, it won't happen again." Penny said to him with Warren giving a nod.

"See that it doesn't."

Penny sighed, exiting only for MJ to approach. "How bad?" She asked as she and Penny became fast friends over the last day or so.

"Got off with a warning," Penny said with a sigh. "I really need to manage my time better if I want to keep my job and my education."

Turning her camera off, Penny looked at MJ.

"So did you get in the Drama Club?"

MJ smiled widely. "Got in easily," She said with Penny chuckling. "I asked Gwen if she wanted to join but she declined."

"Yeah, Gwen is more focused on keeping her grades up." Penny said with a nod. "And I think Harry will be trying out for Football today."

"Harry is going to play football?" MJ asked not expecting that.

"That was my reaction too but he wanted to give it a shot." Penny said with a hum. ' _Maybe I should watch to see how he does?_ '

* * *

Back at the Oscorp Penthouse, Norman sighed as he was still a little sore from being attacked by the Taskmaster, right now he was working on some formulas for a glider of some sort for the Military seeing it as a good way for soldiers to move around in a war zone.

It was an idea he ran by Octavius once but never got the chance to work on it after Fury approached him with cracking the Super Soldier Serum.

' _Doctors said he should wake up in a few days._ ' Norman reminded himself hoping that Octavius wouldn't be too angry with being in a coma.

He did want plausible deniability in what happened to the Scorpion after all.

Speaking of which. "What took so long?" Norman asked frostily as Taskmaster was in the room with him.

"Had to make it look like I was leaving the country," Taskmaster answered before smirking. "Also had to run the cameras that SHIELD placed in here on a loop feed to avoid this part being seen."

' _I knew they had cameras here._ ' Norman thought sourly as he expected for Fury to have them installed before Taskmaster handed him the container with the Scorpion in it.

"As agreed, now I want the other half of my payment." Taskmaster said in a threatening tone.

"Already done." Norman said pulling his phone out to type something in and Taskmaster smirked under his mask as his phone vibrated showing it went through. "I trust we're done here?"

"We are," Taskmaster went to leave but stopped. "A word of warning though, you're playing a dangerous game. Fury won't rest until he finds out where the Scorpion went so be prepared."

Norman gave a nod showing he understood.

* * *

 _ **-Beep. Beep. Beep.-**_

Max slowly opened his eyes feeling nothing but pain as he groaned unable to move for a few seconds before finding himself in the hospital severe burns on his body.

There were some get well cards from his coworkers but he slowly sat up only for a doctor to walk in. "It's best you don't move, you've been severely injured." The doctor warned him.

"W-What happened?" Max asked the question surprising the doctor.

"You were struck by lightning while working on a power cable last night," The doctor explained flooring Max as the memory flashed through his mind. "The fact that you're still alive, let alone awake and talking is a miracle."

"Doesn't feel like a miracle." Max muttered with the doctor smiling and placing a comforting hand on his shoulder.

However that turned out to be a mistake as an electrical discharge erupted from Max, blasting the doctor into the wall killing him, making Max cry out as his vitals were now going haywire in his panic.

'What just-?' A nurse ran in as Max put his hands up in what was supposed to be a placating manner only for a charge of electricity to erupt from his hand killing the woman. 'I didn't mean to do that.'

Looking at his hands as sparks began to flicker, Max quickly got out of the bed and grabbed the doctor's to run out the lights flickering with each step. He took.

Naturally due to his injuries some doctors tried to stop him but he quickly shouted. "Don't touch me." Not wanting anyone else to die from what he couldn't control.

They took that as a threat considering the electricity now surging around him before he ran out of the hospital.

* * *

"You know he's not doing half bad." Gwen remarked seeing Harry at the try-outs after a half hour of it going on. "Think he might make the team?"

"He will." Penny said with a smile at seeing Harry keeping up with the likes of Flash, Kong, Hobbie and Randy. "If anything this might make Flash leave him alone."

Gwen gave a nod before hesitating. "Do you think he'll stop being our friend like how Flash did?"

That question surprised Penny as she didn't even think about it before shaking her head. "Of course not, this is Harry we're talking about here." She said confidently.

After a second, Gwen gave a nod a bit ashamed at thinking that question. "Yeah you're right." Then she looked at Penny. "So Harry said you danced with someone at the Expo?"

Penny blinked before sighing. "Yeah, Richard was nice." She said a smile on her face. "He invited me to dinner this Saturday.

Now that surprised Gwen who looked at Penny with her expression showing shock. "You're going on a date?!"

"Why do you sound so surprised?" Penny asked a little insulted.

Was it really that surprising?

Gwen realized how it sounded and quickly shook her head a little red. "No it's not that it's just well… I always thought you and Harry might go on a date."

On hearing that, Penny fidgeted before shaking her head. "Harry and I are just friends like how you and him are like that," She said hoping she would drop that part. "Besides Harry seemed to have made a friend there as well."

Seeing Harry catch a football and actually high-five Kong, Penny started to share Gwen's concern about Harry not being their friend as well but quickly got rid of that thought before checking the time.

"Hey I'm going to head to work, I have a picture to sell to the Bugle." She said catching Gwen's attention.

"Stay safe on the way." Gwen told her with Penny laughing.

"Alright, see you tomorrow."

* * *

On making it to the Bugle, Penny was surprised to see the place in an uproar, Jonah was in his office looking like he was yelling at Robbie and Ulrich who were talking calmly to him.

"Hey what happened?" She asked Foswell who was passing by her.

"There was an incident at Manhattan General," Foswell told her. "A doctor and a nurse were killed by an escaped patient."

That surprised Penny who didn't expect that while the door opened. "I don't care if you have to break in there, I want the details on this escaped killer," Jonah told Ulrich before seeing Penny. "Parker!"

"Y-Yes Mr. Jameson?" Penny asked as she hasn't really spoken with him since she first came here.

"Consider this a test to be hired rather than a freelancer," Jameson said with Penny swallowing a bit nervously. "I want you to go with Ulrich and case the scene of the crime, if you can get a picture for the front page then good."

He then noticed the envelope in her hand.

"What's that?"

"Oh uh I saw Spider-Man take down Leap-Frog on my way to school so I took a picture." Penny tried only for Jameson to shake his head.

"That wall crawler is yesterday's news I want a picture about this mess."

"Got it Mr. Jameson." Penny said with a sigh as she followed Ulrich who quickly left.

"Bad day?" Ulrich asked seeing her face as they were in the elevator.

"Nah, just a bit bummed that I wouldn't be able to sell this picture."

Ulrich looked at her once more his mind wondering just how was she the only person to get a picture of Spider-Man. It has happened a few times already for it to not be a coincidence. Did she know him in a way like how he knew Daredevil?

His reporter senses were really working overtime here but he dispelled that to focus. "Well I bet you're excited about your first actual assignment," Ulrich said with a smile. "We'll take my car."

Penny gave a nod, finding that a bit slow but she can't exactly web swing around him.

It didn't take too long to reach the Hospital where Ulrich was interviewing some of the doctors that saw the escape, Penny was just taking the pictures, being sure to avoid the police.

Truth be told she didn't know what picture to take and knew it wouldn't have the same flair as when she's Spider-Man due to how it won't be from an upper angle, but considering the chance for the job was on the line she was prepared to take a picture of everything.

"Penny?" Penny turned to see Captain Stacy walking towards her with a confused look. "What are you doing here?"

"Oh I'm a freelance photographer for the Bugle, but Jameson decided to give me my first assignment for this." Penny explained with a smile.

"So you're with Ulrich." Stacy muttered as he already spoke to the man who questioned him. "Alright just be sure to stay out of everyone's way alright?"

"Got it Cap." Penny promised with a smile as Stacy left her to continue taking pictures.

Eventually she found the room where the incident happened and looked in there. The room was currently empty besides the tarp over the two bodies but she had no desire to go in there because it was a crime scene and she didn't want to contaminate it.

From where she was standing however she saw scorch marks in the bed before seeing scorched footprints that left the room, of course they seemed to have stopped before they got too far.

The smell in there nearly made her throw up as she had to back out of there.

' _What could've done this?_ ' Penny thought taking another picture before seeing Ulrich walking towards her.

"Got what you need?" Penny asked curiously.

Ulrich sighed. "Got a name, the suspect is someone named Max Dillon, a lineman from the local electric company," He explained with Penny listening with rapt attention. "Apparently he was struck by lightning last night while working on a power cable."

"And he ran out of here after killing two people?" Penny asked in disbelief remembering what she read about electrocution.

"The lightning turned him into a walking bug zapper," Ulrich said dryly with Penny now looking alarmed. "Don't know how true that one is."

If that was what happened then this got a lot more dangerous.

"Did you get a good picture?"

"A few, but I don't think any of them will make the front page news that Jameson wants." Penny said with a sigh.

Ulrich hummed in thought. "Don't let it get to you, there isn't really anything we can get here." He told her. "We should head back."

* * *

Max looked around as he moved in New York, keeping on the move knowing the police would be looking for him as he did kill two people. Currently he had a hat sunglasses and a hoodie on and was wearing rubber gloves, trying to find a way to control his power.

It was stupid and impulsive to run because he had no idea on what happened, but he was scared of going to prison, especially like this.

' _Wait, if I can control this then nothing can touch me._ ' Max thought after a bit. ' _I would be controlling electricity._ '

Just thinking about all of the ATM's he could take money out of with this ability and the people that wouldn't be able to stop him made him grin with greed showing on his face.

He was already wanted, what was a bit of theft compared to that?

* * *

That night, Penny was in her lab dressed in her sleeveless shirt and sweatpants, working on a small project with her utility belt that she has been using to store her web cartridges, with parts that she foraged out of a Junkyard that was near Queens.

"Alright just tighten it up a bit more." Penny muttered before pressing a button and a light shone out of it showing her masked face. "And the Spider-Signal is done."

… Okay yeah it was pretty immature with no added benefits but it was something she wanted to do for fun. Besides if Batman can have a Bat-Signal then she can have a Spider-Signal.

Penny winced as the light shined on her face nearly blinding her before it shorted out.

"And it needs to be repaired." Penny muttered rubbing her eyes before thinking of how this would be useful.

She could use it to blind someone in a fight, like how Shang-Chi was able to throw her around so if she blinded someone as skilled as him then she would have an advantage.

So she got to work on trying to get the Spider Signal working again, an open notebook nearby showing different web formulas as she was curious in what type of webbing she could make.

Currently she had the original along with one where she added rubber to work against electricity, it was started after hearing about this Max just in case she ran into him but she hasn't been able to crack the formula to make it work as just adding rubber made it goopy instead of insulated webbing.

Then there were the plans for a little device that she liked to call Spider-Tracers as she researched her Spider-Sense a bit more with controlled experiments and found out it had its own Radio Frequency which meant if she could make a Tracer that matches its Frequency she could track whatever the Tracer is on with just her Spider-Sense.

All of this was enough to nearly make her geek out, especially because she was not only improving her Engineering skills but also making her very own Superhero Gadgets.

She also wanted to work on her costume sometime in the future because right now it was just spandex, not good for crime fighting but it was all she had.

"Maybe I can ask Matt where he got his suit made or how he made it," Penny mused as the man most likely had it armored up because he didn't have the same abilities that she did. "It can't be anything too heavy or it'll slow me down."

"Penny?" Penny jumped and cursed at hearing May's voice upstairs. "It's time to eat."

"Uh I'll be up in a minute Aunt May." Penny called up, looking at her stuff before covering it, like how she did the spider that one time, although the Spider was long decayed at this point. The tubes with her blood were currently in the fridge that she uses to store her chemicals that's closed with a padded lock.

Soon enough she was eating some casserole while May looked at her. "So how are you and Mary-Jane getting along?"

"Pretty well, in fact I introduced her to Harry and Gwen, they clicked immediately." Penny said with a smile that May copied.

"That's good, she doesn't have many friends." May said that sentence concerning Penny a bit.

"Why's that? She's pretty friendly."

May paused for a moment before changing the subject. "Speaking of Harry and Gwen how are they doing? I haven't seen Gwen in so long and Harry looked fine when he picked you up for the Expo."

Giving May a suspicious look, no doubt wondering what she wasn't saying Penny decided not to question it. "Gwen's doing well, she and I are tied for top of the class and Harry is trying out for football so he'll be busy this year." Penny answered poking her food.

She then looked at May.

"What about you Aunt May?" Penny asked wondering what was up with all of these questions. "Are you doing alright?"

"I'm doing much better." May lied, Penny seeing right through it.

Physically she was fine but mentally she would still be in pain for awhile.

Still, not wanting to bring that up during dinner, Penny smiled. "You want to watch a movie after dinner?" She asked wanting to make time for her Aunt before she goes out on patrol.

She hasn't been able to that much since starting this double-life and she didn't want to make a rift between her and her Aunt.

The smile that May had showed that it was the right question to ask.

* * *

Swinging across the city, Spider-Man sighed as she let go of the web and let herself soar into the air, kicking her feet out to have more air time, doing a flip before landing on a sign that was placed on the building.

Here she was looking for more on this Max Dillon guy who may or may not have electric powers.

Truth be told she wasn't sure what to think because the guy could turn out not to be bad. Ulrich said that it was theorized that the lightning might've given him powers-which was weird to think about because normally when someone gets struck by lightning they die.

Then again most people get bit by a spider the size of the one that bit her they would die and yet she has spider powers.

Still she couldn't control her powers when they first manifested so it may be the same for him? The only difference besides the source of said power was that his lack of control ended a life.

Looking down, Spider-Man paused at seeing someone in a strange get-up heading for an ATM.

It was a man in some sort of green shirt that had two lightning bolts meeting a yellow belt that separated the shirt from the black pants, yellow boots and black gloves. He had some sort of yellow-starfish like mask covering his face only the legs were shaped like lightning bolts.

It looked as cheap as her costume as well, just spandex or cloth, a lot of people were pointing and taking pictures.

However electricity sparked from his fingers as he aimed it at the ATM, making some nearby people scream some of them calling the police.

Now realizing she had a view on Max, Penny quickly set off the camera and swung in there, landing on a street light as money came out of the ATM's. "Hey Sparkplug, I don't think that belongs to you." She said announcing her arrival with Max spinning around.

"Spider-Man?!" Max asked in shock. ' _Of course the one ATM out of hundreds that I choose and I get the local vigilante._ '

"That's me don't wear it out," Spider-Man said moving to hang upside down as she lowered herself on a web like a spider, using her hands and feet to hold onto it. "You're Max Dillon aren't you?"

Max froze up, not sure what to expect at hearing that. "What do you want?"

"Look I heard about what happened at the Hospital." Spider-Man said hoping they could talk this out as her spider-sense was giving subtle signs here. "I can tell you from personal experience that waking up with powers can be a bit terrifying but you're wasting them like this."

"What gives you the right to tell me how to use what's mine?!" Max asked dangerously, sparks showing on his head indicating he was getting angry.

"Nothing Sparky, but haven't you ever heard with Great Power comes Great Responsibility?" Spider-Man asked and that was when her spider-sense went full blast and she quickly let go of the webbing right as Max shot at her, the lightning bolt barely missing. "Alright Electro you asked for it, time to unplug you."

With that she shot two web lines behind Max and slingshot herself in for a light kick to knock him out, her spider-sense however warned her at the last second what a bad idea that was.

As soon as her feet made contact, electricity surged through her body as Spider-Man seized up in pain before being blasted back right into someone's parked car with enough force to severely dent the side with the windows shattering while smoke emanated from her costume.

"... Ow."

"You're alive?" Max asked in surprise.

' _Barely._ ' Spider-Man thought dizzily because even if she was more durable than the average person that still hurt like hell and that was when she noticed that her feet were torn showing burns on them. ' _Oh great, I really do need a better costume._ '

Spider-Sense going off again, Spider-Man flipped over the vandalized car as an electric bolt hit it while she landed on the building, ignoring the pain in her feet, side flipping another blast of lightning.

So she shot a strand of webbing at Max catching him in the chest but the electricity surged back and shocked her once again, this time sending her into the ground where she laid still unable to move.

' _This is nuts._ ' Spider-Man thought in fear.

Even if she was able to move, she couldn't even touch this guy without getting hurt.

Max looked at his hands before laughing. "What do you know, I just beat Spider-Man." He said with a smile as the wall crawler has made quite the impression on New York.

Hearing sirens, Max decided to bolt as he ran off while Spider-Man forced herself to move, her limbs protesting as she pushed herself up, tears all around her costume with it looking pretty burnt right as a cop car pulled up with Captain Stacy and Detective Lee getting out, seeing the state of the Vigilante.

"Dispatch this is Stacy, we need an ambulance here," Stacy said before walking up to the wall crawler, a hand on his sidearm, Detective Lee going on crowd patrol. "So you're Spider-Man."

Spider-Man knew it was bad to say anything in case the man recognized her voice despite it being muffled but the electricity might've did something to her brain. "Spider-Man where?" She slurred out before shaking her head. "Uh man Sparkplug can really dish it out."

"I see so this was Dillon," Stacy muttered seeing that no one besides Spider-Man was hurt and from the voice he could tell it was a kid and while that made him worry about this guy a bit he still had a job to do. "You're under arrest for obstruction of justice."

Still he couldn't help but think that the voice was familiar.

Spider-Man tensed at that, Captain Stacy pulling out a pair of handcuffs before she quickly moved ignoring the pain. "Sorry Captain but those aren't really my style." She said quickly jumping to the roof before they could react.

She did manage to snag her camera but groaned as it was smoking showing one of the stray shots that Max fired managed to fry the camera.

Great now she had to replace this upon fixing her suit-maybe she should make a few back ups in case something like this happened.

Looking at her injuries, Spider-Man thought about heading to the Night Nurse but shook her head.

She can't afford to use her services and she needed to get another camera so she could still make money. Besides with her healing it should all be gone in about three days give or take.

* * *

Penny was really starting to regret not going to the Night Nurse the next morning as her whole body was sore and taking a shower, while necessary to get rid of the burning smell was incredibly painful.

Right now she was wrapping her feet up with medical tape that had some disinfectant on it to avoid getting an infection, her costume was currently draped over her desk chair as she spent almost all night fixing it up leaving her pretty tired. She began to place some medical tape on her chest as it turned out she had some burns there making her even more grateful she didn't go to the Night Nurse because it would've been good-bye that part of her identity.

' _Still I need to find a way to beat Sparky,_ ' Penny thought wincing as she almost made the tape too tight. ' _I can't touch him and my webbing is useless, I have no idea how to make Insulate Webbing. How can I win?_ '

She was a science geek so she can figure this out.

Closing her eyes, Penny thought about what negated electricity.

Water. Wood. Rubber.

Maybe if she can get Sparky soaked she could short him out? Wood can hurt him because it doesn't take in any electricity and maybe she can rip the tires off of a car and hit him with it?

Looking at the time, Penny groaned and got ready for school wishing she could take the day off.

* * *

Max sighed as he was in a cafe that didn't have too many people in and attempted to drink some coffee only to grimace as sparks came from his mouth. He actually shocked himself.

"Fuck I can't even drink coffee now?!" Max asked angry at that as he was tired. "I can't even sleep dammit!"

He was so freaking tired.

Looking at the TV, Max frowned as he saw someone actually did a recording of his run-in with the wall crawler but he smirked at how he kicked his butt.

At least that was one good thing with him getting his abilities.

Still if he could just get rid of his exhaustion he would be golden-.

Max paused and looked at the electric socket that was near him. "I wonder."

Slowly placing his hand near it, making sure that no one was watching him, Max saw sparks come out of the socket, flowing through him and he felt a lot better.

' _So I have to recharge every now and then?_ ' Max thought his mind now sharp again.

Doing it some more, the lights went out showing he might've sucked out all of the power in this place.

' _Oops._ '

As people were panicking, Max just left his coffee on the table and walked out thinking about his next move.

He still wanted to get rich but he had to be smart about this. That meant he had to kill that wall crawler because no doubt he would interfere again. Still what was it that vigilante called him?

' _Alright Electro you asked for it, time to unplug you._ '

Electro.

He actually liked that name.

' _Now to draw out that wall crawler._ '

* * *

By the time that Penny finished her last period she was starting to feel a little better, although her feet did itch as she wore pants and a sweater to hide her injuries, thankful that she didn't have any on her face. And on the way to school she managed to buy a cheap camera from a Pawn Shop.

"Hey Penny where are your glasses?" Penny heard Gwen asked making her pause as she realized she did indeed forget them.

"Oh contacts," Penny lied with a smile. "I figured they would work better."

Despite the smile however, Gwen noticed how tired Penny looked. "Hey are you alright?" She asked in worry.

Surprise showed on Penny's face before she hid it. "I'm fine don't worry about it." She said smiling.

Now Gwen was even more worried as her Dad did the same thing whenever she talked to him, the man always hid his problems with a smile, but with Penny it seemed more forced.

But before she could ask, MJ managed to catch up to the two. "Hey do you have anything planned?" She asked surprising them.

"Uh no why?" Gwen asked thrown through a loop while Penny was happy for the distraction.

"Well do you girls want to head to the mall?" MJ offered as she was still getting used to the area.

Penny didn't get the chance to answer when her phone rang. "Uh excuse me." She said pulling it out to see that it was the Bugle.

"Hello?"

" _ **Parker, there's a situation in Brooklyn,**_ " Jameson began confusing her. " _ **That Dillon guy is out there calling the wall crawler out, as you're the only one that can get pictures of that web head I need you out there**_!"

Blinking in surprise, Penny gave a nod before remembering that Jameson couldn't see her. "On it sir."

Hanging up, she turned to see Gwen and MJ waiting for her answer and winced.

"Sorry, work just called." Penny apologized as she did want to hang out with them. "Rain check?"

"Hey don't worry about it." MJ said with a smile while Gwen hesitated because Penny has been doing this a lot lately but she gave a nod.

So Penny ran off, going around the corner passing by Harry who was with Randy. "Hey Penny you want to-?" Harry began but Penny ran by him.

"Sorry work called."

"... Oh." Harry muttered as he was hoping to get some more tutoring done so he could keep his grades up.

Randy chuckled and patted his shoulder. "Better luck next time." He said to him.

* * *

Swinging into Brooklyn, Spider-Man landed on a building and took her web shooters off only to place rubber gloves on and put them back on over them seeing Max firing electricity at the nearby people making them panic.

On her way out of the school she thought about this and discretely borrowed them from the janitor's closet.

Placing her new camera on the wall, Spider-Man webbed it there and swung down, landing on a car as she shot a web line hitting a trash can, the sound of her web shooters catching Max's attention.

"I thought that would draw you out." Max said with a snide look.

"Did you well congrats, how about I give you a prize?" Spider-Man mocked tugging on the web-line the action in itself making Max's eyes widen as he turned only for the trash can to collide with him sending him skidding across the ground. "Hope you don't mind me taking out the trash Sparkbutt."

"I'll show you trash," Max snarled pushing himself back up. "And don't call me that."

"Look Max you don't have to-." Spider-Man began only to do a flip as an arc of lightning nearly hit her.

"Max Dillon is dead, call me by my new name," Max said with a smirk. "Call me Electro!"

With that he fired a blast of lightning at Spider-Man who tensed fighting the urge to dodge as she simply held her hands up, praying it would work.

As the lightning hit the rubber gloves, Spider-Man winced as it still hurt but it wasn't as bad as last time and she enjoyed the gobsmacked expression Max or rather Electro was showing and that was when she tagged him with a strand of webbing.

"Sorry Sparky but I came prepared this time," She said pulling on the web line, making Electro fly towards her as she delivered an uppercut sending him into the wall with enough force to crack the wall and yet he still got up. "Okay that should've knocked you out."

This guy seemed more durable than Ox.

Eyes widening when Electro fired more arcs of electricity, Spider-Man jumped and flipped her way around them, ducking and weaving as she landed on a manhole cover before using her webbing to pull herself up with the cover attached to her feet and threw it like a discus. "Catch."

Instead of catching or letting it hit him, Electro held his hands out and covered it with electricity making it stop much to the man's shock. "Huh?"

' _Magnetism?_ ' Spider-Man swallowed nervously. ' _Great it would've been too easy otherwise._ '

Electro seemed to have the same idea and fired it back with Spider-Man quickly tilting to the side as it barely missed her head, impaling the wall before she shot more webbing, catching his foot and pulling making him fall on his back.

"Walk much?" Spider-Man mocked looking for a way to end this because the rubber gloves were getting burnt and she knew they wouldn't last forever.

So she shot a web line taking to the air, doing a twirl to dodge another blast. "Miss me Sparky." She taunted swinging around him before coming in to grab him with the rubber glove, letting him go as she swung, making him slam into a light pole, clothes-lining him to where he landed on his stomach.

"You're starting to piss me off!" Electro told her firing a huge blast and this time Spider-Man couldn't dodge as she was sent flying into an electronics store, slamming into a TV.

"Oh great just the place I want to be." Spider-Man muttered to herself doing a flip as Electro tried to fry her, having to move as she was all around metal with Electro entering the store and that was before she noticed the sprinklers.

Looking around, Spider-Man saw the Fire Alarm and shot a web line hitting it.

"How about we take five for a drink alright?" She joked pulling as the alarm went off, Electro's eyes widening as he looked up while Spider-Man took advantage of that to jump out of the store when the sprinklers went off the water soaking Electro as he screamed in agony from the feedback. "And that's why we don't have electronics in a bathtub."

Seeing him in major pain, Spider-Man shot a web line and pulled him out, he went to fry her only to see that his powers were short-circuit. "No." Electro muttered looking up as Spider-Man socked him in the jaw, knocking him out.

"Lights out Max." Spider-Man said in a serious tone before hearing the sirens so she took off, making sure that Electro wouldn't be going anywhere by himself.

* * *

Making it home, Spider-Man pulled her mask off with a groan with a burnt smell on her. "Great I have new injuries to take care of." She muttered with a sigh. "And I'm supposed to meet Shang-Chi for lessons."

Maybe Shang-Chi would understand if she took the night off after what she went through?

Not even bothering to take her costume off as she locked the door, Penny just used the new camera she had to download the pictures and EMail them to Betty before she collapsed in her bed.

 _ **To Be Continued…**_

 _ **Phew alright now we had yet another Spider-Man villain in the form of Electro, hoped you enjoyed the easter eggs in this chapter if you caught them as well as the cameo of Leap-Frog a very underrated villain who hasn't been seen in a long time and is the father of the hero known as Frog Man-I'm not making this up I swear.**_

 _ **Anyways back to Electro I used the original origin for him with some tweaks if you catch them. And the original costume right now he can only control electricity with some slight magnetism and his powers will evolve over time.**_

 _ **Penny is still getting used to the whole idea of being Spider-Man with having to split the time between her hero life and personal life along with work and school. It's all starting to get to her a bit. Also she is in the midst of making new gadgets for her hero career so hope you enjoyed that little tidbit.**_

 _ **Now let's get the review out of the way.**_

 _ **DannyPhantom619: Yeah that's the hardest part because there are so many choices that it's hard to decide who to let be the main love interest but it will be a guy I can promise that.**_


	12. Taking a Stand

_**Disclaimer: I don't own Spider-Man or Marvel so no suing please.**_

 _ **Summary:**_ _ **Penelope 'Penny' Parker was just your average girl who went to High School, but a spider-bite changed all of that. Now gifted with amazing powers and suffering a personal loss Penny chose to fight crime as the Amazing Spider-Man-despite being a girl. But with bad guys coming out of the woodwork will she thrive or die?**_

 _ **Chapter 12: Taking a Stand**_

"Alright got it done." Penny cheered with the Spider-Signal working without shorting out.

It's been two days since Electro was taken down and she was almost at a hundred percent, thank you healing factor and better yet it was almost the weekend which meant her date was coming up.

Penny would be lying if she said she wasn't nervous as it would be her first date and she had no idea on what to do on a date. And what if she had to be Spider-Man while the date was going on?

Oh maybe she should cancel?

Turning the Spider-Signal off, Penny attached it to her utility belt and began to work on the Spider-Tracers hoping to get them finished while the next batch of webbing was being made, one of them being a test for the insulent webbing.

Hopefully it would work instead of being goopy like when she tried adding rubber to it.

Checking the time, Penny knew she had time before she would head to Shang-Chi so she wanted to swing over by Hell's Kitchen first to take care of something she's been putting off.

* * *

"Took awhile to find you." Spider-Man joked landing on a fire escape seeing Daredevil standing over a few gang members that tried to do a drug deal in Hell's Kitchen but had the misfortune of running into its protector. "How's it going horn head?"

"Funny, I heard you swinging around a few blocks away," Daredevil answered in his gruff voice tilting his head up towards the wall crawler. "Aren't you supposed to be training with Shang-Chi?"

"I have another hour or so before I meet him," Spider-Man said with a shrug jumping from the fire escape to land next to him. "I actually wanted to ask you a question."

"Must be important if you're bothering me on patrol."

Spider-Man gave a nod. "It's about someone named Wilson Fisk."

Daredevil stilled showing that he did indeed know who this was. "Why?" He asked a bit harshly, his tone surprising Spider-Man.

"Because he sent his little cronies called the Enforcers to try and kill me before the 'Big Man' let his name slip." Spider-Man said knowing that Daredevil would be able to tell if she was lying. "I take it you know him very well?"

Daredevil took a deep breath and turned away. "Not here, we're too exposed." He said to Spider-Man. "I'll call Shang-Chi and tell him not to wait as this might take awhile."

…

"Huh so this is your office?" Penny asked as she had changed into her regular clothes that she brought with her while Matt finished putting his sunglasses on the two of them at the Law Firm. "Swanky."

Matt just smirked before sniffing. "Why do I smell burns?"

"Okay your senses can be a little creepy." Penny deadpanned as the it seemed he could still smell the burns from her fight with Electro, Matt giving a sigh at hearing that.

"Alright we'll come back to that later," Matt sat down and looked right at Penny as if he can see her. "What do you plan on doing about the information if I give it to you?"

"Haven't decided yet," Penny answered as she only began to investigate Fisk after what the Big Man told her along with finding out that Carradine was a close ally of his. "Right now it's to ensure I don't get anymore hitmen sent after me."

"Be grateful he hasn't sent Bullseye yet." Matt said remembering that guy with Penny blinking at the name. "You want anything to drink?"

"No thanks I'm good." Penny declined gratefully while Matt got himself some coffee and drank some before sitting down, clasping his hands together.

"Penny I want you to listen to me on this," Matt said sounding very serious. "Fisk is someone you don't want to mess with, leave him to me."

Feeling insulted Penny opened her mouth but Matt cut her off.

"I'm serious about this, you've shown a lot of potential especially taking down the Beetle and this Electro from what I've heard," Matt said sounding like he wasn't taking no for an answer. "But Fisk is someone else entirely."

"I can't just sit back and do nothing," Penny protested to Matt. "Besides I'm already involved with the Enforcers that tried to kill me."

"And I'll handle this." Matt stubbornly said. "I'm not asking you to stay out of this, I'm telling you."

Matt knew he was being harsh but it was very personal between him and Fisk.

"Sorry but I'm not asking for your permission Matt," Penny said her tone showing a lot of annoyance as she got up, the chair scraping against the floor. "If you don't want to help me fine, I'll get the information on my own."

Matt said nothing as Penny left, instead he leaned back remembering what happened to his father Jonathan 'Jack' Murdock and how Fisk had the man murdered in cold blood.

Then the Hand killing Connor before he discovered Fisk played a part in that. It left him with no desire to let anyone else go against Fisk as he tried to take him down by himself these last few years.

* * *

"Stupid, arrogant little," Spider-Man muttered under her breath swinging through the city. "I can't believe the nerve of him."

What gave him the right to tell her to butt out of this? Especially when she's already involved?!

Still she wasn't going to be getting information out of him so she had to find some out for herself. Her only lead were the Enforcers but they wouldn't talk and she was sure they would try to kill her again if she did happen to find them.

"Help!" Spider-Man didn't even hesitate as she changed directions and shot into the alley.

Landing on the wall as someone was getting mugged below her, Spider-Man lifted the upper part of the costume to show the belt and pressed the button shining the Spider-Signal on the bad guy, blinding him a little bit as he backed up.

"The hell?!"

"Hi there," Spider-Man joked covering his feet with webbing before hitting the knife out of his hand the would-be victim running out of the alley. "I'd say that's a successful test run of my Spider-Signal wouldn't you say?"

"Spider-Man?! W-What are you doing here?" The thug asked as she was still in Hell's Kitchen.

"What? I can't pass through a different district?" Spider-Man taunted jumping off the wall as she turned the Spider-Signal off. "Hey be lucky I'm not horn head he would be rougher."

The thug swallowed audibly as Spider-Man said that. "S-Stay back."

Spider-Man just quirked a brow in amusement her Spider-Sense wasn't going off, so she knew he wasn't going to try anything. "Alright," She said webbing his other hand so he wouldn't try to get out. "The police should be here soon and this webbing only lasts an hour so see ya."

With that she took off with the thug glaring at her.

* * *

"You look miserable." Eddie couldn't help but comment the next morning as Penny was drinking a cup of coffee looking tired.

"Wow you sure know how to talk to a girl," Penny snarked before shaking her head. "Sorry bro, just haven't gotten much sleep."

It didn't help that when she got home after patrol she ended up having another nightmare about Uncle Ben. All of the stress was finally starting to get to her.

Eddie just shrugged. "Well it is the weekend, I'd think you would sleep in."

"If you say so." Penny said with a shrug, taking a sip.

That just made Eddie give a deadpan stare before he looked at his bowl of cereal, a silence descending around them.

Finally Eddie looked up. "Do you want to talk about it sis?"

"I'm fine," Penny said with a polite smile. "Don't worry about it."

* * *

The Big Man sighed as he smoked a cigarette, his mask pulled up to his nose while Montana was drinking, Ox lifting weights and Dan cleaning his guns the four of them at their old hang out from long before the Kingpin came into power which was renovated to mimic an old saloon.

"Boys we're continuing the job." The Big Man said surprising them in a grim tone. "The boss is pushing for us to complete it."

"So the bug didn't live up to yer expectations?" Montana asked getting what the man was solemn about.

"No he hasn't, the bug hasn't made any moves on the fat lub of tar." The Big Man said this being the only place he could mock the Kingpin without fear.

Dan looked up nervously at the Big Man for doing that but said nothing while Ox snickered and cracked his knuckles. "About time, I was wondering if we would ever get that freak back."

"Yes but I told the Kingpin that we would need… Specialized equipment." The Big Man said with a smirk. "After all this Spider has proven to be capable of taking down people like Beetle and this new Electro guy that made the news."

"And considering how we almost beat that freak last time this specialized equipment would really help." Dan placed his gun down with interest.

Ox looked annoyed with having to wait, but gave a nod trusting their boss.

Montana took another sip of his beer in thought. "When would we be getting this specialized equipment?"

"Right now." A new voice made them tense as the Enforcers got ready while the Big Man just continued to smoke as a man in his fifties entered the room with white hair on the sides, wearing a brown unbuttoned jacket over a white shirt and slacks, wheeling in a few cases.

"Phineas." The Big Man greeted the man. "The years have been good for you."

"I would say the same if you weren't wearing that ridiculous mask." Phineas Mason said with a slight scoff that the Big Man ignored. "So who wants to test their new equipment first?"

* * *

"This is my space?" Penny asked in surprise as she officially had a job at the Bugle now due to the pictures of the Electro incident.

Currently she was at a small cubicle with a beat up computer, a printer and a desk and since she was at work she had the same outfit she wore when she first came to the Bugle.

"JJ had it set up the other day, wanted to make it official." Ulrich said as his was near hers. "This used to belong to Whitney Chang when she still worked for us."

"Chang? You mean the TV Reporter?" Penny asked in surprise hearing of her.

"Yeah she started off at this business." Ulrich answered with a nod. "Anyways, Jameson will usually leave any assignments for you on your desk, speaking of which I need to head out and do mine."

"What assignment do you do?" Penny asked curiously placing her camera down on the desk.

"Officially nothing," Ulrich muttered a bit sore because he's been trying to crack the Kingpin case. "The one I usually work on isn't going anywhere."

Penny winced with sympathy as Ulrich moved to his desk before she sat at her desk.

It was a bit surreal to think that she had an office and she saw three different papers posted on the wall of her cubicle, showing her handy work.

The first official picture of Spider-Man showing along with the AIM Charity Event and finally the most recent one.

' _ **Electric Showdown: Masked Vigilante takes on Electro**_ '

It didn't really paint Spider-Man in a flattering light as it mentioned all of the property damage and how dangerous it was, but it was pretty cool to see.

So she got to work on organizing how her desk would be, seeing an assignment to keep her busy. It seemed that Jameson wanted pictures to go with stories of various people like Miles Warren, Spencer Smythe and Michael Morbius.

Stuff that had nothing to do with Spider-Man and Penny was fine with that as it was something different and that way she won't be known just as her alter-ego's personal photographer. Maybe if she's lucky she can work on being a reporter as well?

"So you're the infamous Penelope Parker." A voice said with Penny looking up to see Robbie who was passing by. "Welcome to the Bugle."

"Oh thanks, uh Robbie right?" Penny asked as while she saw him a few times during her visit to the Bugle, this was her first interaction with him.

Robbie gave a nod and shook her hand. "Robbie Robertson."

Penny smiled before realizing something. "Robertson? Any chance you know a Randy Robertson?"

"Oh you know my son?" Robbie asked, the question surprising Penny who blinked.

"I go to school with him, never really interacted with him all that much though." Penny said before hearing Jameson yelling in his office.

"And there's my cue," Robbie went to leave. "If you need anything just holler alright?"

"Got it." Penny said happy that her colleagues were nice so far.

Tapping her fingers, Penny refocused on her work and idly wondered which of these assignments she would tackle first.

' _I wonder if Mr. Warren knows this Miles Warren?_ ' Penny thought back to her current High School teacher, didn't he say something about his brother being a scientist?

Thankfully that day was just her getting her work space organized and she could start on the assignments on another time because it was almost time for her to head to Durante's.

"Leaving already?" Betty asked in surprise as Penny passed by her.

"Yeah, I have my space organized and I'll be working on the Miles Warren Assignment pretty soon."

Betty smiled a bit mischievously. "Does this have to do with that Richard guy you told me about?" She asked slyly seeing Penny flush a bit.

"M-Maybe." Penny admitted looking away. "I'll see you tomorrow."

"Alright," Betty said with a chuckle, waving her away. "Enjoy yourself, you're still young."

As she left, Ulrich came by with a stack of papers, quirking a brow at seeing that. "What was that about?" He asked curiously.

"Oh just some girl talk." Betty answered not saying anything. "Is that the files you have on the Kingpin?"

"What I have so far." Ulrich said handing them over. "I did some digging and found out that his son will be out in the open tonight at an Italian Restaurant called Durante's, I'm thinking on going there to try and get some more information."

"Are you sure about this?" Betty asked in worry as Ulrich was pretty dedicated to the Kingpin case, enough to where his life was pretty much in danger when it concerned the man.

"Someone has to get the evidence," Ulrich said with a laugh not saying that he was just looking into it for Matt before smirking. "So I heard that Ned will be coming back from his assignment in Europe soon."

"Yeah, he sounded exhausted on the phone." There was a hint of concern in Betty's voice as she looked at a photo on her desk with her hugging a man with blonde hair. "It'll be nice to see him again."

"Just let me know when the wedding is." Ulrich joked with Betty sending a light-hearted glare in his direction.

"Don't you have a lead to follow?"

* * *

"Thank goodness for Google Maps." Penny muttered as she had to use the directions and get a Taxi Cab there not wanting to web swing because it would've been a pain to change to her date clothes, which was really the clothes she wore to the Bugle.

Quickly fixing her glasses, Penny entered the restaurant-having to take an elevator to get up there and looked around, not seeing Richard.

A little confused she checked the time wondering if she came too early only to hear a cough and turned to see Richard walking in, dressed in a blue dress shirt and tan slacks. "Ms. Parker, I am delighted that you accepted my dinner invitation." He said with a polite smile. "I trust you had a good week?"

Swallowing her nerves, Penny returned the smile. "I did how about you?"

"Not too exciting but that's a good thing in this city." Richard said as the waiter led the two to their table, right next to a window which had a good view of the city. "I saw the picture you took on the Daily Bugle the other day, you have talent."

"Thank you Mr. Marianna." Penny said a bit surprised to have that brought up.

"Call me Richard."

As they began to make some small talk, none of them noticed Ulrich who got a table for himself and his eyes widened at seeing Penny talking to Richard Fisk, so he quickly opened his menu as he began to look at the choices, but he paid close attention.

"So do you go to school?" Penny asked a bit nervously as she didn't know what to say, something that Richard picked up on.

' _Just as I thought, she has no experience with this._ ' He thought using that to his advantage. "I go to a Private School as my parents were unsure of me being in a Public School, I take it you go to one?" He asked curiously.

"Yeah Midtown High," Penny said the two pausing as the waiter showed up. "Oh just a water."

"Same here," Richard said the waiter leaving after they ordered their drinks. "Midtown huh? That sounds like a nice place."

"It has its moments." Penny felt some confidence at how this was going-.

She tensed as her Spider-Sense was going off but she couldn't pinpoint where it was.

"Sounds like a story there, but we can save that for another time," Richard said with a smile. "So the Bugle huh?"

A bit distracted, Penny gave a nod looking around as Ulrich quickly hid his face in the menu so she wouldn't see him. "Yeah it's my first job, I only just got it after being a Freelancer for a bit."

"I see, was that when you got those pictures of that spider guy?" Richard asked and once more her Spider-Sense went off this time she was able to pinpoint where it was originating from.

' _Wait is it pointing at Richard being the threat?_ ' Penny thought wondering what was going on.

"You mean Spider-Man?" Penny asked with Richard giving a nod. "Yeah I have to say I was lucky to get that picture in the first place."

Richard was silent for a bit but gave a nod, the buzzing in Penny's head dialing back a bit. "That's some luck."

' _Was that a false alarm?_ ' Penny thought never having that happen before. ' _Okay calm down, maybe it's just me overthinking it._ '

That was possible… Right?

"So do you work?" Penny asked changing the conversation from being around her alter-ego as Richard gave a slight laugh.

"I help my Father with his work every now and then, nothing really worth mentioning." Richard said smoothly, not going into too much of what that work was.

As they spoke, Ulrich fished his phone out of his pocket and dialed a number waiting as he could hear ringing before someone picked up. " _ **Nelson and Murdock, Attorneys at Law how can I help?**_ "

"Matt it's Ben." Ulrich said in a hushed tone making the speaker go silent before the sound of a door closing could be heard.

" _ **What can I do for you?**_ " Matt asked sounding like his alter-ego. " _ **Did you get any information on Fisk?**_ "

"I'm currently watching his Son having a dinner date with a colleague of mine." Ulrich answered. "It seems that he's trying to get information on Spider-Man for his father."

He heard Matt hum in thought. " _ **That's not good, who's the colleague?**_ "

"A new photographer, Penelope Parker." Ulrich said only to hear a small crash on the other end. "Matt?"

" _ **Sorry, Foggy ended up dropping something, I'm going to have to get back to you, I'll look into this.**_ " Matt said in what sounded like a forced tone before the dial tone could be heard with Ulrich a bit surprised at how Matt was acting.

Shaking his head he began to focus more on the conversation just hearing the two getting to know each other and he was going to try and make a point to talk to Penny because she had to know just who she was having dinner with.

…

"That was a lot of fun." Penny said with a smile as both she and Richard were walking outside, the sun looked like it was beginning to set.

"I'm delighted to hear that Penny," Richard said with a smile at her. "Am I correct in guessing that this was your first dinner date?"

Penny looked away shyly. "That obvious huh?" She asked with Richard giving a slight chuckle.

"I'm not saying it's a bad thing, but you'll have to forgive me if I can't believe it," Richard said to her. "You're a charming young woman after all."

That unexpected compliment made Penny blush as no one really said that about her before.

"I-I'm not that charming." Penny stammered out, flustered.

Richard had to resist the urge to smirk at seeing her like this.

While he hasn't gotten much on how she got her pictures he figured it would take a few more 'dates' in order to do so.

"Well I suppose we should head home, do you want a lift?" Richard offered in a gentleman like manner.

"Thank you but I'm good," Penny said wanting to go web swinging. "I love walking through the city."

Richard just quirked a brow before giving a shrug. "If you're sure," He said before taking her hand to kiss the knuckle. "But I do hope we'll be able to do this again."

"R-Right," Penny said with a smile. "M-Me too."

* * *

 _Thwip._

Spider-Man was in high spirits as she swung across the city, doing a flip.

It's only been ten minutes since she changed into her costume after leaving the restaurant for her short patrol before she heads home but right now she was just happy.

That was her first date.

She just had her first date and it went great!

Her Spider-Sense being weird was a little bit of a mood killer but Richard didn't seem that much like a bad person so maybe it was a false alarm.

Landing on the side of the building, Spider-Man just sat there, her back to the wall as she crouched on there with her feet keeping her attached. "I think I'm getting the hang of this." She said with a smile.

When she first began being Spider-Man after losing Uncle Ben she was struggling with everything without knowing what to do or how to proceed. But now, she was keeping her grades up, she made a new friend with MJ, she got to make another friend in the form of Daredevil-although she's still annoyed with him at this moment, got a job and now had a date.

If she could just arrive to class on time she'll have all her bases covered.

With a laugh, Spider-Man swan dived off the wall and shot a web line swinging into an arc before she became street pizza, giving a whoop as she shot into the air.

 _ **Spider-Sense!**_

Spider-Man barely dodged as a shape shot past her in a blur of purple and silver before ricocheting off the nearby building and shooting back at her, eliciting for her to let go of the web as this person shot over her.

As that happened Spider-Man quickly reeled herself onto the roof of a nearby building only to dodge two energy whips that seared the ground this shape coming from a person she recognized as Montana who wore a high-tech suit, having to jump as the same shape tried to knock her down before landing next to Montana the helmet visor this shape wore opening to reveal Dan.

"You two again-?" Spider-Man asked before realizing that Ox was missing.

Her spider-sense going off, she quickly turned to see nothing before a gauntlet covered fist broke through the roof beneath her, grabbing her leg and pulling her down before slamming her into the ground.

Groaning a bit, Spider-Man kicked up, catching the armored Ox's face but the kick just hurt her foot more than anything else before Ox began to squeeze applying pressure on her leg making Spider-Man grimace.

These guys were definitely more dangerous.

Acting quickly, Spider-Man turned her Spider-Signal on blinding Ox who cried out as he covered his eyes, having to let go of Spider-Man who immediately jumped back and webbed his fists together but Ox easily broke free of the webbing.

' _Note to self, make a stronger variant-._ ' Spider-Sense warned her of Dan's tackle seeing that his suit was absorbing kinetic energy turning him into the equivalent of a rubber ball as he bounced around the room with Spider-Man having a hard time dodging and that was before the energy whips came into play.

Twisting her body, Spider-Man jumped onto the wall and webbed Montana's face before jumping off to dodge Dan right as Ox tried to swing at her eliciting for the web head to duck and grab the arm flipping to be on it, jumping at the right time as Dan slammed into Ox.

While they were busy, Spider-Man quickly turned her attention to Montana who was still blinded by the webbing and dove in kicking his chest catching him off guard as he went straight through the wall.

"If one whip didn't cut it what makes you think two will make it better?" Spider-Man quipped with Montana quickly swinging the whip at her using her voice to judge where she was leaving for her to duck right as Dan went to tackle her but ended up hitting the whip as it sliced through his armor.

"Gyah watch it!" Dan shouted in pain, luckily it didn't cut to deep as the armor did protect it but it gave Spider-Man the opening to grab the edges of the cut, ignoring the armor digging into her hand through the spandex before she ripped it off leaving him defenseless. "Oh crap."

"Oh crap is right." Spider-Man said lightly punching him with enough force to knock him out as he was sent back. "One down two to go."

Montana finally got the webbing off his eyes and glared at seeing Dan unconscious. "Sorry pardner." He muttered planning to make it up to him once the job was finished and saw Spider-Man casually dancing around Ox.

It was clear that Spider-Man seemed a bit more skilled than last time, Montana figured it was because the bug got a bit more combat experience since then.

This wasn't good.

"So why do they call you Ox anyways? Were you bitten by a Radioactive one?" Spider-Man asked casually keeping one step ahead. "Or perhaps it has something to do with you being as smart as one?"

"Hey!" Ox snarled in anger his attempts at trying to hit her becoming more frantic.

"Hm, yeah you're right that would be insulting the animal." Spider-Man concluded.

 _ **Spider-Sense!**_

Jumping to the ceiling, Spider-Man kept on the move as Montana was swinging the whips at her, taking care not to hit Ox showing she wouldn't be able to get away with it a second time.

Anytime she shot webbing at him now however he used his whips to slice through them. ' _If I get hit once by those I'm done._ ' Spider-Man concluded before taking a risk, landing in a crouch right in front of Montana. "These look important."

With that she grabbed his gauntlets and squeezed seeing that they weren't made to be as tough as the others, probably because no one expected for her to get this close and the whips flickered before becoming useless with the gauntlets now mangled but not enough to severely hurt Montana.

With that done she kicked Montana out the window but shot webbing to catch him in the chest and hang him out there the act catching people's attention down below to ensure that the cops would be called.

"Just hang in there until I deal with your buddy," Spider-Man said tilting her head to dodge another punch as Ox tried a sneak attack. "Nice try buddy."

At least with Ox his movements were easy to read even without her Spider-Sense as he was just throwing punch after punch. ' _I could do this until he tires out but I don't want to run the risk of anything else happening._ '

Quickly webbing his face as Ox backed up, Spider-Man looked over the suit taking care to dodge the flailing arms and saw the knee, elbow and shoulder joints looked different so she quickly grabbed one of the shoulder joints and ripped it off, seeing the inner joints which she quickly covered in webbing rendering it useless so she did the same thing to the other ones and soon enough Ox was left on the floor unable to move.

"Whew that was a good workout, so do I get a prize for beating you stooges?" Spider-Man mocked Ox who growled at her. "Wow bad boy."

With that said she jumped out the window as she heard sirens and swung off, intent on getting home-or rather a place she could safely change into her civvies without being seen.

…

' _I really need a system for this._ ' Spider-Man thought as she had to use a port-a-potty to change due to the fact she had to take the costume off and then put her work outfit on. ' _Because this is ridiculous._ '

Adjusting her skirt, Penny placed her costume in her bag before walking out as she checked her watch seeing that she needed to get home soon.

"Be careful the smell follows you." Penny stopped at hearing that voice and gained an annoyed look.

"Following me now Matt?" She asked turning as Matt walked towards her.

"In all honesty this is actually a coincidence," Matt said as he really was walking by when he heard her heartbeat. "But I do need to talk to you."

Penny frowned but gave a nod as she didn't want to talk about this in a public place before remembering that Matt most likely didn't see that. "Alright where to?"

Moments later the two were sitting at a cafe for a quick drink-Matt getting some coffee as he was going to be getting ready for patrol soon while Penny just had a small mocha.

"So what do you need to talk about?" Penny asked but she glared. "If it's about that mess with Kingy I'm not leaving it alone because I ran into the three stooges."

"Actually it's because a friend of mine was following a lead at Durantes and saw you there," Matt said getting straight to the point. "Do you know who you were having dinner with?"

"Who I have dinner with is my own business." Penny said an edge in her tone.

"Even if it's with Fisk's son?"

It got quiet as Penny processed that piece of information.

"W-What?" Penny asked unsure if she heard correctly or not.

Matt gave a nod and slid a paper to her, one that he dug out which showed Richard, his real name and a picture of him standing next to Fisk at one point.

"Richard is his son?" Penny asked hesitant because the man didn't look like Fisk but then she remembered how he first interacted with her when she tried to eavesdrop on Fisk at the Stark Expo followed by how her spider-sense went off when he was asking how she got the pictures of-.

… Of Spider-Man because what she told him would've gotten back to Fisk himself.

"I-Is this a joke?" Penny asked a quiver in her tone pleading it was.

Matt just shook his head before his cell phone rang. "Murdock." He said pausing to listen. "I'm right in front of her… Okay."

With that he handed it to Penny who hesitaintly accepted it.

"It's from my friend who saw you, he followed Richard again and managed to get a recording."

Slowly Penny placed it to her ear. "H-Hello?" She asked unsure if she wanted to hear this.

A moment passed before there was a click. " _ **Yes father it went well… No I didn't get the information you wanted,**_ " Richard's voice spoke as if he was on the phone. " _ **Don't worry she's a complete amatuer when it comes to this I'll have it in no time, just a few more nights and I'll get enough of her trust to see just how she gets those photos.**_ "

Penny didn't want to hear anymore as she dropped the phone on the table and stood up. "I need to go."

Matt didn't attempt to stop her as he knew she needed time to process this, instead he picked up the phone. "Thanks for getting that recording Ben."

" _ **Kind of wish there was another way.**_ " Ulrich said sounding regretful as he didn't like doing that to a colleague.

Matt gave a sigh at that, agreeing with him.

As he hung up, Matt recalled his warning for Penny to stay away from Fisk and he gave a wry chuckle as he remembered her response.

' _I'm already involved._ '

Despite his reluctance, Matt knew that was true because after this there was no way she would stay out… Perhaps that was for the better.

* * *

It was all a blur for Penny when she got home, sneaking in through her window as she didn't want her Aunt or for Eddie to see her like this.

Closing her window and silently moving to close and lock her door, Penny pressed her back against the door and choked back a sob, sliding down until she was sitting.

How could she be so stupid? The guy just smiled and she fell for it, everything from the Stark Expo to now was just an act to get her trust.

All to get information on her alter-ego.

She let herself be manipulated, ignored her spider-sense, all because it was her 'first' dinner date. All because of some stupid crush she got after meeting him.

Penny eventually narrowed her eyes and grabbed her bag, pulling out her Spider-Man suit.

…

Wilson Fisk was not happy.

Especially when he received a call from the Big Man that the Enforcers were taken to jail, even with the upgrades he personally paid for from his untraceable account they couldn't squash one measly insect.

It was times like this that he really wanted to throw away his public image and personally kill someone, the only other person that made him feel like this was that infernal Daredevil.

He already told the Big Man that he wasn't going to bail them out for a failed job, but that still left the question of what to do about Spider-Man.

Locking his fingers together as his back was to the windows where his balcony was, Fisk's eyes widened when he saw the shadow of someone crouched out there and turned to see Spider-Man standing on his railing with his arms crossed keeping his balance despite the incredulity of it.

While originally surprised, Fisk calmly pressed a button that opened the windows. "I'm afraid I already have a window washer." He said calmly, wondering why this new vigilante came to him.

Surely he knew that he couldn't prove anything.

Silence greeted him.

"The silent treatment? I have to say after hearing about your reputation for being chatty I expected something entirely different," Fisk said not worried as he turned his back to Spider-Man, walking to his desk where his cane was. "If you're thinking of using a tape recorder to try and make a confession don't waste your time, I have devices in this office that short those infernal devices out."

Still nothing.

Fisk looked a bit irked but kept talking. "Well I don't know what you might've heard out there or what you're trying to do but I know what you can prove," He said smirking at him. "Nothing."

With that said he walked up to Spider-Man finally seeing a reaction with 'his' head looking up as Fisk now towered over him even with the vigilante elevated on the railing, yet the man didn't flinch. Fisk thought he was either extremely foolish or arrogant, perhaps both.

"You see Spider-Man, I own New York. I pay for many of the buildings that go up, I keep the crime controlled and about eighty percent of the city works for me whether they know it or not," Fisk said seeing Spider-Man tense at that. "Anyone who raises a voice to me are drown out by my supporters, even you have to admit that it's a model of efficiency."

Spider-Man uncrossed her arms and looked Fisk in the eye with a glare behind the mask. "Nothing efficient about it."

"So you do speak," Fisk said frowning at how young the voice sounded before he walked back into his office as an idea came to him. "You do realize I could call security and have you arrested for trespassing, but perhaps we could come to an agreement?"

With that said he casually sat at his desk and looked back at Spider-Man.

"Perhaps I was too hasty with sending the Enforcers after you, as angry as I am that they failed, I'm impressed that you were able to take them down." Fisk said to him. "Along with your victories against the Beetle who has been a pain in my operations and this Electro as he's now calling himself, I have uses for someone of your talent, if you want to come in and discuss it?"

"Discu-?" Spider-Man clenched a fist. "Do you really think that I would make an agreement with you Fisk?"

"Perhaps not but you should think carefully about what your next move is, it'll define what is to come after all." Fisk said his words unknowingly resonating what Uncle Ben told Penelope before he died.

' _The choices you make defines who you will be after all._ '

"I don't need to think, you sent people after me, you tried to kill me and now you're trying to buy me?" Spider-Man shook his head at Fisk. "Sorry Kingpin but I'm not for sale."

"Then I suggest you leave before I do call security up here." Fisk said gripping his cane.

"Oh I will but I want to give you a warning, I'll be watching you," Spider-Man warned him tensing as his spider-sense was giving subtle hints. "You'll slip up and I'll be there to take you down, no matter how long it takes."

"You think you can threaten me?" Fisk asked in a cold tone that promised pain for the audacity this man has shown.

"Oh no Fisk it's not a threat," Spider-Man smirked under her mask. "It's a promise. You don't own New York."

She didn't even need her Spider-Sense as Fisk grabbed a globe from his desk to throw at her.

She didn't even try to dodge, instead she caught it and squeezed as the globe practically exploded from the force she was using.

"See ya around Shamoo." Spider-Man mocked throwing in that last insult as she shot a web line and swung off, Fisk glaring at her retreating form.

* * *

 _ **Beep. Beep. Beep.**_

"Did you check the reading?" A scientist asked as he and his friend were working on their reports, one of them was looking over an unconscious body in the medical bed.

"I'm doing that right now." The second scientist replied, writing down what he saw.

"And?"

"Just a reading."

"Same as before?" The first scientist asked with his friend nodding in agreement.

"Same as before." He replied looking at the bed where an unconscious Otto Octavius laid. "Man this guy really got messed up, what do you think happened?"

"Don't know, I don't want to know, especially when Nick Fury puts it on a need to know basis," The first scientist said with a scoff, neither of them noticing Otto's hand twitching. "Still he's hungry."

"Pulse is good, much better than before even he should be making a full recovery soon." The second scientist sounded optimistic when his friend scoffed. "What?"

"Right like he could make a full recovery from that," He pointed towards the Doctor's waist where the metal harness melted to his skin from the electricity that poured through him. "Poor bastard will definitely be feeling that."

They tried to remove it, but it melted to his nervous system so they couldn't without risking killing him.

"Speaking of which did you check his pan?"

"Oh come on I did it last time," The second scientist protested, their voices rousing Octavius. "It's your turn."

"We drew straws earlier remember?"

"Man, why do I always have to look for surprises from Doctor Octopus?"

"... What did you call me?" A weak voice whispered surprising the two men as they looked to see Otto's eyes opened as he tried to focus, one of the metal arms shaking.

"Oh shit, he's awake call Fury."

"My name is Otto Octavius, why did you call me Doctor Octopus?!" Otto asked in a harsh tone.

 _ **To Be Continued…**_

 _ **Yet another chapter of Penelope Parker: Spider-Man done with the Enforcers being taken down, Spidey and Fisk meeting officially for the first time and now we have Octavius waking up from the short coma he's been in since that incident with Taskmaster.**_

 _ **A lot happened but a lot is still coming as the life of a superhero is anything but easy, especially for the spidery ones.**_

 _ **So let's get the review out of the way and post this sucka.**_

 _ **DannyPhantom619: We'll see when we get to that point, of course first meeting between Spidey and Wolvie will be anything but good given how some team-ups go.**_


	13. Rise of Doc Ock Part 1

_**Disclaimer: I don't own Spider-Man or Marvel so no suing please.**_

 _ **Summary: Penelope 'Penny' Parker was just your average girl who went to High School, but a spider-bite changed all of that. Now gifted with amazing powers and suffering a personal loss Penny chose to fight crime as the Amazing Spider-Man-despite being a girl. But with bad guys coming out of the woodwork will she thrive or die?**_

 _ **Chapter 13: Rise of Doc Ock Part 1**_

Penny cursed as she was running through the halls of school, checking her watch to see that she still had another minute, barely making it after swinging to school because she overslept only to have to deal with a gang shoot-out.

' _You would think I learned after the Leap-Frog incident._ ' Penny thought in amusement actually making it to class right before the bell rang and according to her watch she was on time.

"Cutting it a bit close Miss Parker?" The teacher asked as Penny laughed a little nervously.

"Sorry sir." She said taking her seat while adjusting her glasses.

At least she was on time today.

As the teacher began talking, Penny will admit she was kind of zoning out, mostly because she knew the material and was thinking of what type of upgrades to add to her web shooters because she planned to search for parts at the local junkyard that night.

"Hey did you hear about the Baxter Building?" Penny's attention was caught by the whispering happening behind her.

"No what about it?"

"Apparently there was this huge explosion on the top floor last night, no one can get any details about it."

"Huge explosion? You think it's one of those Metas?"

"Either that or a Mutant-."

"This is class time not time for talking." The teacher interrupted making them tense while Penny looked concerned.

An explosion at the Baxter Building, did that happen while she was making that promise to Fisk or after she got home?

* * *

Octavius kept his mouth shut as Fury looked at him, the tense silence felt like it could be cut with a knife as the metal arms were currently restrained.

"Fury to what do I owe the pleasure?" Octavius sneered that action making Fury quirk a brow as the man seemed a bit more hostile in his manner of speaking than before.

Then again anyone would after being electrocuted so bad that a metal harness melted to their nervous system.

"Mostly to question you, Osborn has been making some big plays." Fury said getting straight to the point.

If they could acquire Octavius's cooperation they could bring Osborn in on treason for his lies about the spider and he was suspecting that Osborn had something to do with the Scorpion going missing.

' _Osborn._ ' Octavius nearly snarled knowing he had something to do with Taskmaster, how could he not?

It was his fault that he was like this.

Octavius wasn't stupid however, he knew that if he revealed anything about Osborn he would no doubt share the same sentence even with his plausible deniability.

Fury was ruthless like that.

And he wanted to tear Osborn's head off himself for this pain he was feeling instead of letting Fury do anything to him.

He needed to get out of here, but how?

His arms struggled against the restraints with Fury frowning, seeing his lack of talking as a refusal to answer his questions.

"You really don't think I would make sure you can't do anything with those arms before talking to you do you?" Fury asked as while they can't remove them without risking further damaging Octavius they could restrain them before his watch beeped showing that he had a meeting to get to. "I'll leave you here to think about it for a few days Octavius."

With that said he left as the metal arms struggled a bit more, bending the restraints a tad bit.

* * *

"So tell me again why we're here?" Penny couldn't help but ask as she was with Gwen, Harry and MJ at the Mall, the three already going and asking if she wanted to go.

It worried her that Gwen and Harry were surprised when she accepted showing that she may be focusing too much on being Spider-Man so she needed to take a step back and be Penelope for a bit. Plus she was off from the Bugle for the day so she wanted to take this chance.

"A little shopping trip." Gwen told her while Harry grimaced. "It's not going to be that bad Harry."

Harry almost said that he was with three girls before he caught himself not wanting to make anyone mad.

"So Harry, how is the Football Team going?" Penny asked curiously given how Harry has been at practice when he wasn't with them.

"Pretty good, we have a game coming up soon so we've been practicing quite a bit." Harry had a smile on his face. "Plus Flash has been staying off my back so there's that."

"That's good to hear." Gwen said happy that Harry wasn't being bothered by Flash all that much before she paused. "Come to think of it he's been laying off of a lot of people lately."

"What do you mean?" MJ asked curiously not really knowing Flash or his reputation.

"Flash used to be a friend of ours but things… Changed." Penny began but Harry shook his head.

"He started picking on others, even me." Harry continued not sugar coating it. "But he stopped recently and you won't believe why."

Gwen just quirked a brow at the smile on Harry's face. "Oh yeah? Why?"

"Spider-Man." Harry said as if that explained it, none of them saw Penny nearly trip on her own feet in surprise.

"Spider-Man? What do I-er what does he have to do with anything?" Penny asked in surprise nearly slipping up but thankfully she said it so fast that they didn't catch the slip up.

"I'm with Penny, what does he have to do with this?" MJ asked curiously, having heard of the superhero.

"You didn't hear it from me but Flash is a huge fan of the guy and I mean huge," Harry said chuckling a bit. "Flash practically worships him and apparently that inspired him to try and be a bit better than what he used to be."

Penny felt her cheeks burn in embarrassment finding that a bit surprising but she felt happy that even if it was indirectly she helped Flash stop his bullying.

Kind of weird to have him as a fan of her alter-ego.

Hearing her phone ring, Penny looked at it only to see it was an unknown number.

"Excuse me I have to take this." She said with an apologetic look thinking it could be Daredevil as he was the only one she could think of at the moment.

So with that said she quickly walked away from the group while answering the call.

"Hello?"

" _ **Hello Penny.**_ " Penny nearly crushed her phone on reflex at hearing Richard's voice.

She nearly hung up as well but Richard continued to speak.

" _ **Penny?**_ " She could hear the 'concern' in Richard's voice when he spoke and felt annoyed as she knew it was faked. " _ **You there?**_ "

"What do you want Fisk?" She asked getting straight to the point.

It got quiet on Richard's end and she smirked. "I have no ide-."

" _ **Cut the act, I work at a Newspaper,**_ " Penny said a bit harshly. " _ **You honestly think someone wouldn't give me the heads up about who you were and why you asked me out?**_ "

She didn't even wait for an answer when she hung up.

… It was probably stupid of her to do that but she didn't care at this moment, the guy just made her angry.

So she walked back to the others, quickly forcing a smile on her face. "Sorry about that, wrong number." Penny lied with a chuckle. "So what did I miss?"

* * *

Fisk frowned as Richard finished telling him of what he learned talking with Miss Parker. "We can still get the information Father, give me the word and I can call some of the men to get the information out of her-." He began but Fisk shook his head.

"No, leave her."

That made Richard's eyes widened. "But Father-."

"Shut up and think for a moment," Fisk warned him a threatening tone making Richard quiet down. "She was warned about you which means someone is watching her, you sending someone to get that information will only make evidence against us."

"Evidence-Father you own New York surely that can easily be taken care of."

Fisk slowly stood up and walked past his son, his hands clasped behind his back. "But I don't own all of it." He said thinking of that Law Firm in Hell's Kitchen or the Bugle along with Oscorp. "And one small mistake can bring it all down, we must be cautious."

"Cautious?! It sounds like you're being a coward-."

The next thing Richard knew he was on the other side of the room, holding his cheek in pain as Fisk actually backhanded him and the force sent him into the wall where he was stunned.

"Care to repeat that Richard?" Fisk asked in a calm tone but the anger showed in his eyes. "Nobody calls me a Coward, not even you."

When Richard said nothing, Fisk took a deep breath and walked over, picking Richard up with one hand, making sure he stood before walking back to his desk.

"It appears that I was too soft when it came to raising you because you lack two things that are involved in this line of work." Fisk said giving Richard a cold look.

"And what are they?" Richard asked his voice subdued from the shock of what just happened.

"Respect for one thing, I've been lenient on you because you're my Son it appears as if that was the wrong thing to do," Fisk told him. "The second thing is common sense, as you know nothing about the political side of running New York from the shadows."

The more Fisk spoke the more Richard began to shake in anger before they heard a cough and both turned to see the Big Man walking in with a PDA. "Should I come back later?"

"No, what information do you have?" Fisk asked giving Richard a look telling him that their conversation was over and the young man left with a dark look.

"I used some of our contacts to reach out and found someone who is willing to handle our Bug Problem free of charge." The Big Man said sliding the file towards Fisk.

"How soon can he get here?" Fisk asked curiously.

"He's already on his way, he made it his top priority when he heard of the skills that this bug has."

* * *

"Oh good you're awake." A blonde haired scientist said walking in wearing a labcoat as Octavius looked his way with a look of disdain. "How are you feeling now Octavius?"

It's been two days since he woke up and right now he was more eager to get out of this wretched medical room.

Seeing that Octavius wasn't going to answer, the blonde scientist wrote something down before coughing. "My name is Henry Pym, but call me Hank," He said to the man. "I'm just here to do a check up."

"Then get on with it." Octavius snapped his patience at an end.

Giving a frown, Hank gave a nod. "This might feel a bit uncomfortable." He said opening his lab coat to show a red suit confusing Octavius and that was before a metal helmet quickly went around Hank's head and he pressed a button on his belt disappearing in a flash of light.

Needless to say Octavius was for once speechless before actually feeling something on the harness and looked down to see a speck moving across it.

"What in the-who are you?"

"Just a fellow scientist," Hank answered his helmet increasing the frequency of his voice to allow for Octavius to hear him despite being small. "I'm looking to see if I can find a way to safely remove this harness without endangering your life."

"Remove? You want to take my life's work?!" Octavius asked his anger spiking.

"No, it's your work but if there's a way to get it off of you wouldn't you want that?" Hank asked trying to talk Octavius down as the man was getting agitated.

Due to his training in psychiatry, Hank could the issues that Octavius was showing most likely from the pain he's been in along with how these cybernetic titanium alloyed arms seemed to be linked to his mind for control, a dangerous thing to do unless one had a cybernetic chip implanted in their brain.

The X-Rays however showed that the chip short-circuited during the electric shock from Taskmaster showing that his new hostile personality was an effect from it.

The metal arms began to move rapidly against their restraints as Hank was trying to find some good news-.

The restraints broke into pieces as the arms surged at the harness sliding across it, smacking Hank off as he had to grow to land on his feet with two arms on the floor to lift Octavius into the air.

"Doctor Octavius you're not well," Hank tried as the alarms were sounding due to the cameras in the room. "You need help."

"You think you can fool me Pym? My work is my own and neither you nor Fury will steal it." Octavius told him darkly, the two arms not holding him up swinging at Hank who quickly shrunk to dodge them.

' _I guess we're doing this now._ ' Hank thought in annoyance as while he was a pacifist he knew he needed to defend himself so he messed with his helmet to call for some backup.

Looking around Octavius was dumbfounded when ants began to surge out of the wall and surround him, crawling on his metal arms with him looking intrigued.

Mental Control over Ants, now that was a new one.

But he had no time for this as his arms destroyed the nearby wall and he began to move, seeing countless SHIELD Agents aiming their weapons at him.

"Octavius stand down!" The leader of this group was Agent Maria Hill who had dark skin and a high-tech pistol aimed at the man as Hank was flying at Octavius with one of the ants carrying him.

"Get out of the way." Octavius stabbed his two arms into the ground and ripped the floor out to throw it at the SHIELD Agents resulting in them quickly getting out of the way and firing at him.

But the two metal tentacles moved at the speed of thought actually deflecting the bullets before Hank grew to normal size right in front of Octavius giving him an uppercut, the force knocking him back but the man quickly righted himself and slammed his tentacle right into Hank knocking him into the wall before he made a run for it, bursting out through the windows, his metal arms preventing him from falling as he used them to traverse the rooftops.

Hank groaned as he pushed himself up with a shake of his head. ' _Great._ ' He thought a bit bitterly wishing he handled that better.

"Nice going Ant Man." One of the Agents said in a snide tone showing that he wasn't really that popular in SHIELD, mostly due to his pacifist nature as they believed he was in the wrong line of work because of it.

Hank just ignored the guy and looked at Hill. "I can go after him-."

"And what, have ants go in his pants?" The woman asked sharply. "You were supposed to do this while he was out, what were you thinking?"

"You mean aside from the fact that his tentacles seemed to share a connection with his mind and would wake him up the minute I would try?" Hank asked her. "I was being honest with him instead of lying like how SHIELD does to most of its victims."

"Victims? That man just broke out of the Triskelion and nearly killed SHIELD Agents in the process." Hill told him.

"He's confused," Hank said to her as the woman was walking away. "Octavius is a brilliant man in need of help-."

"No he's a dangerous man that needs to be stopped," Hill stopped and leveled a glare at him. "So unless you have something helpful to say, get out of the way."

* * *

"I don't see it." Penny deadpanned as she was watching TV with Gwen as Harry had Football Practice and MJ was at Drama Club.

It was the first time in awhile it was just the two of them so they were enjoying themselves.

The two were watching a Survival Documentary Show where it showed some Russian Guy named Sergei Kravinoff holding his own against a Lion in Africa with nothing but his bare hands.

"Come on Penny you have to admit it's impressive this guy's been surviving in Africa for years by himself." Gwen pointed out to her.

"No I get that part, what I don't get is your fascination with him," Penny said looking at her. "He's three times our age."

"Have you seen those abs?" Gwen asked with Penny quickly looking away earning a smirk from her. "The scars he has from his survival adventures add to them."

"... Okay maybe I see a little bit of it." Penny admitted her cheeks flushing red.

Gwen chuckled at her reaction as they continued to watch the show.

After a bit, Penny looked at Gwen. "So is your Dad still at work?" She asked curiously as they were at the Stacy Residence.

"Yeah he's been pretty busy, a lot more than usual." Gwen said her smile dropping a bit.

Penny winced thinking she probably should've brought up a different topic.

Gwen laughed. "You know, I used to think he was invincible growing up," She revealed surprising Penny. "One of the biggest reasons I wanted to be a Police Officer was because of him, he was like a superhero to me."

"You never mentioned this." Penny said in surprise as while Gwen mentioned her dream job she never mentioned why.

"Never had a reason to," Gwen revealed looking down. "But now I can't sleep while he's out there, things are getting crazier everyday with people like Electro or the rumors about the Hulk I'm worried that-..."

When she trailed off, Penny slowly put an arm around her, pulling Gwen into a one armed hug. "You're afraid that he'll get hurt?"

"No, I'm afraid he'll die." Gwen whispered the fear in her tone.

Penny said nothing remembering how she felt when Uncle Ben died and she could understand why Gwen was worried.

' _He won't._ ' Penny silently promised Gwen.

As long as she was Spider-Man, she will make sure Captain Stacy makes it home.

Seeing the show about to end, Penny let go of Gwen who quickly wiped her eyes. "Penny, thanks."

"It's no problem Gwen." Penny said with a smile. "So what's next to watch?"

Gwen gave her an appreciative glance for changing the subject as the next episode for this survival show began to preview-that part catching her attention. "Hey Kravinoff is coming to New York." She said in surprise that act making Penny look at the TV to see Kraven dressed in a casual black shirt with a denim jacket and jeans talking to the camera.

"Huh, I wonder what he wants to hunt in New York." Penny mused thoughtfully.

…

Later that night, Penny was training with Shang-Chi as Spider-Man and was currently holding her own as instead of dodging she was blocking a few of his hits to show how well the training was working.

"You're still leaning to your left a bit more." Shang-Chi commented, with Spider-Man quickly checking before blocking another punch with her forearm. "Better but you still need more work, remember utilize your sense."

"Hey I'm still working out the full limits of my Spider-Sense," Spider-Man retorted with Shang-Chi looking amused. "What?"

"You call it your Spider-Sense?"

"... Shut up." Spider-Man muttered in slight embarrassment. "But back to what I was saying I can't exactly control when it goes on."

And if there was an off switch she would not use it as having this sixth sense on full time is the best thing for her considering it saved her life countless times already.

"Perhaps but if you fully utilize it with what I'm teaching you along with your reflexes and speed, you would be untouchable," Shang-Chi commented with Spider-Man imagining that. "You just need to practice it some more."

"So sweep the leg?"

"Will you stop making those references?" Shang-Chi asked in a calm tone while Spider-Man laughed.

"Sorry but making references is my thing, so is joking around I thought you knew that by now."

* * *

Octavius grimaced as his arms moved him deep into an abandoned subway tunnel while two of the arms were carrying suitcases that he stuffed full of the essentials he would need to continue his research and to make this his makeshift lab as he found this path using his arms only, having to climb over a few debris.

He needed to lay low before he could go after Osborn because SHIELD would no doubt be looking for him and he didn't want to risk them interfering. He had his notes, his life's work and clothes inside of the suitcases, as for food he could easily take them but right now he had better things to do.

Using his arms to pull the items he had out, he heard something break and turned his head to see it was a picture.

Slowly he pulled it out to show him smiling as he was accepted into working at Oscorp shaking hands with Osborn, a photographer took this photo and he just looked at it, his mind fueled with anger.

"How do you sleep at night? I'd really like to know." Octavius mused his eyes staying on Norman's figure in the photo. "Like a baby I bet, but tell me is there a moment right before your head hits the pillow that you realize how vile and ruthless you are Osborn?"

Octavius grabbed his head as the feedback from the arms began to hurt.

"Argh, hard to think," Octavius muttered gritting his teeth. "I know you did this to me Osborn, you were always one willing to do shady things to get your way whether it hurts the people under you or the complete strangers who had nothing to do with your company."

Octavius groaned as his legs finally touched the floor, nearly giving out underneath him from lack of use.

"My body feels like it's on fire, the constant pain from the metal melting to me, makes me nauseous," Octavius muttered two of the tentacles floating past his face. "My arms… I trusted you."

With that the arm holding the picture began to spin, shredding the picture before he began to laugh.

"Hahahahahaha! It's funny isn't it, I trusted you when you were known in the business world for your deceit and lies, I trusted you when you lied to Fury and now look at me," Octavius grinned widely. "You turned me into this nightmare."

Seeing the shredded picture float to the ground, Octavius threw his head back and yelled in anger until his throat was raw, his voice echoing around the sewer.

"These arms, they feel cold, I can feel them inside of me," Octavius looked at them as he slowly stood up, stumbling but still standing as he wanted to walk with his own two feet. "You will feel the same coldness when I impale you on them."

To emphasize his point the upper left arm impaled the nearby wall showing how sharp it was.

"Know this Osborn, I will make you pay even if I have to take everything away from you in order to do so," Octavius promised darkly. "Whether it will be your company or your life."

* * *

Penny coughed as she was entering ESU a good three days later, her camera in her hand as she managed to learn more about Miles Warren and found out that he worked at ESU from his brother who turned out to be her science teacher Raymond Warren.

Turns out after asking about him, Raymond called Miles and asked if he could spare a few moments to speak with Penelope and the man accepted. At first Penny was expecting for Jameson to send one of the reporters with her as she was the photographer but when she asked he said that it'll be a learning experience for her instead.

' _Okay I just need to find where this Dr. Warren's office will be._ ' Penny thought to herself as while she did get some directions on entering she didn't know the layout of ESU to fully use them correctly.

"Sis?" Penny smiled as she turned to see Eddie who was just leaving Connor's lab. "What are you doing here?"

"Work for the Bugle, do you happen to know where Dr. Miles Warren is?" Penny asked curiously.

Eddie looked surprised, then unsure. "I could take you there." He said doubt in his tone, confusing Penny.

"Is something wrong?"

"No-I mean… I met Miles before, he and Curt sometimes talk to each other about their research in genetics," Eddie said choosing his words carefully. "He's brilliant but something about him just seemed off."

Penny raised a brow. "Isn't that the same with all scientists?"

Eddie gave her that one. "Alright, you want me to wait for you?" He offered leading her through the University.

"Nah I'm fine thanks." Penny said with a smile. "So how is the research with Connors going?"

"This for yourself or for the Bugle?" Eddie asked in amusement eliciting a laugh from Penny.

"Myself, the only thing I'm here for in regards to the Bugle is with Miles Warren."

"Fair enough," Eddie pocketed his hands. "The research is coming along nicely, the Doc is still working on the kinks with the lizard DNA, but he thinks he might be able to figure it out very soon."

"That's good to hear."

"Yeah it is," Eddie said right as they made it to Warren's personal lab. "Well this is it, you sure you don't want me around?"

"Bro I can take care of myself." Penny told him with a grin. "Besides it's only a small interview."

Eddie gave a nod. "Alright, see you at home sis."

As Eddie left, Penny took a breath and knocked on the door.

"Come in." A voice answered and Penny opened it to find herself in a pretty messy lab that looked like it's seen better days, the lights flickering as well.

' _Well someone took a page out of a horror movie._ ' Penny absently thought walking in as she felt like she was in one.

"Doctor Warren?" Penny called out not seeing the man. "I'm Penelope Parker, I'm here for the Bugle?"

"I gathered as much from the camera you had." Turning towards the voice, Penny saw a man in his forties with greying hair and green eyes, wearing a simple lab coat as he was mixing a few chemicals together. "... Parker you wouldn't happen to be in Raymond's class would you?"

"I am." Penny said looking surprised because with Miles being her teacher's brother they looked nothing alike.

"I see, so what does the Bugle like to know about me?" Miles asked not looking up from his chemicals.

"Well there have been rumors circulating around ESU that you've been studying the effects of evolution through the Genetic Structure." Penny said starting off with that as she saw a few formulas on the board.

"And if I was?" Miles asked not confirming or denying it as he found rumors to be an utter waste of time.

Penny tilted her head at that. "Well if you are why hide it? Doctor Connors and Norman Osborn look into the same thing."

"Why indeed." Miles muttered erasing a formula and rewriting it, the act surprising Penny. "Tell me Miss Parker, what is your opinion on these… Rumors?"

"What do you mean?" Penny asked not getting what he was asking.

Miles finally stopped working and glanced at her. "Allow me to rephrase that question Miss Parker," Miles said before letting out a cough. "What I mean is what is your opinion on evolving the human genetic structure pass what it is normally?"

Penny went quiet remembering how her genetic structure was changed drastically after her spider bite.

Would she be a hypocrite if she was against it despite not asking for something like this?

"Honestly I don't really have one," Penny chose her words carefully, her words making Miles brow furrow. "I mean I can see why people could be for or against it but I never truly thought about it."

"A neutral answer? Should've expected that from a teenager," Miles muttered under his breath before speaking up. "Curt-or Doctor Connors as you know is onto something with looking into the reptile DNA to help those with injuries but what if I told you he was thinking too small?"

"Too small?" Penny felt a little uneasy, yet her spider-sense wasn't going off so she assumed that it was just her nerves.

"Yes, using the lizard DNA for their healing is all and well but it's just scratching the surface of what the genetic structure is capable of, just think of how it could change the world itself?" Miles said his words making Penny think. "For example look at how Erskine turned this young man from Brooklyn into Captain America himself giving this country it's biggest advantage? By altering the genetic structure we as humanity can be so much more."

"You mean like how the Nazi's and Hydra were attempting that back in the forties?" Penny asked before she could stop herself because this was really reminding her of her history class in eighth grade when they went over this.

Miles looked visibly surprised before he let out a low chuckle. "Quite the accusation Miss Parker," He said actually sounding amused. "Tell me how did you come to that conclusion?"

With this being one of the times that Penny wished she could sew her mouth shut, she continued. "Well the whole ethical implications of tinkering with the genetic structure is like how the Nazi's viewed a superior human being to be one with blonde hair and blue eyes, or how Hydra broke away from them in order to use their experiments to try and advance their ideals?"

"Such as when photography was called witchcraft a century ago yet now it's a prominent feature of our lives," Miles said cooly, his lips twitching in a smirk. "I can see how one would come to that conclusion but there are differences between my experiments and those ones."

"And they are?"

"One there is no superior being," Miles said with a scoff. "Everyone out there has a potential that they have yet to unlock and my experiments, while they seem unethical they are not forced on anyone in the name of science."

A beeping made Miles look at his watch.

"I'm afraid I'll have to end our debate here, I'm expecting another appointment soon." Miles said with Penny looking awkward.

She was supposed to just talk with the guy not get into a debate.

"Right, thank you for your time." Penny said turning to leave but Miles spoke up.

"If you ever have the time be sure to come back so we could continue."

That made Penny look at him in surprise. "Wait you're not mad?"

"On the contrary I found that refreshing, very few people are willing to speak their mind around me," Miles explained to her. "Even Curt refrains from doing so out of politeness but advancement in anything especially science cannot occur without thesis and antithesis."

"I'll… Give it some thought," Penny said thrown through a loop by that as she went to leave, passing by a brunette young man with brown eyes who wore a black shirt and pants. "Excuse me."

"Sorry." The man apologized as Penny left before entering. "Doctor Warren?"

"Ah hello, Morris Bench right?" Miles asked seeing the man. "What can I do for you?"

"It's for the job you advertised in the Bar with No Name." Morris said looking slightly nervous.

The Bar with No Name was a bar where criminals both costumed and normal go to as not many bars would accept them, its location was kept secret and at times the place was moved all around New York to ensure that neither the Police or the Heroes find it.

On hearing that Miles went quiet. "Just so we're clear you know what it details right?" He asked carefully with Morris giving a nod. "And why would you risk your life like this?"

"I don't have anything to lose," Morris said clenching a fist. "I've been expelled from college, my parents disowned me and none of the jobs I can get allows for me to make a living."

"Even if this might kill you?" Miles asked with Morris giving a nod. "Very well."

While he doesn't force a person into stuff like this he won't deny that the risk that Morris was willing to take is very tempting.

* * *

" _ **And in other news, former Special Effects Artist Quentin Beck was unavailable for comment after the disastrous explosion that put a stopper to his career, Director Michael Bay had this to say-.**_ " Harry turned his TV off with a sigh as he had his homework in front of him.

He was starting to fall behind due to football taking most of his time when he wasn't with the others and he wanted to try and do better, especially because of when Penny tutored him.

… Speaking of which he hasn't had any help like that in awhile, mostly because he noticed how tired Penny seemed these days with balancing school, them and her job at this paper she decided to work at.

He wanted to talk to her about it, but whenever it was brought up, she always evaded the conversation and truth be told that worried him.

Gwen seemed worried for her as well, but they assumed it had something to do with Ben Parker being shot. Now he wasn't so sure.

"Maybe I should call?" Harry muttered taking out his phone and dialing her number.

" _ **Hello?**_ " Penny's voice came through and Harry swore he heard the sound of wind rushing past her when she spoke.

"Hey Penny it's Harry you busy?" Harry asked curiously.

" _ **At the moment no,**_ " Penny answered easily. " _ **Just got an interview done for the Bugle and told my boss about it, now I'm just getting some fresh air.**_ "

' _Interview?_ ' Harry blinked in surprise because he thought she was a photographer.

" _ **Is something wrong?**_ " Penny asked some concern in her tone.

"Nah just wondering if you wanted to continue the whole tutoring thing." Harry answered before hearing a weird noise.

It sounded like a heavy footstep, so he exited his room into the living room, hearing it again.

" _ **Sure just let me get a ride and I'll swing by over your place,**_ " Penny said with a laugh before realizing how Harry was being quiet. " _ **Harry, you still there?**_ "

"Yeah, I'm just-," Harry paused at hearing it again and the room shook a slight bit. "Something weird is going-."

Before he could finish the wall exploded making Harry jump, dropping his phone in the process.

" _ **Harry?!**_ " Penny heard the explosion. " _ **Harry are you alright?!**_ "

Harry didn't answer as he stared, wide-eyed at the intruder showing himself to be Otto Octavius who now wore a brown trench coat over a black shirt that was cut up to show the metal harness and black pants, wearing a pair of tinted goggles standing on two metal tentacles while two more were looking around.

"Osborn?!" Octavius shouted looking around. "Show yourself!"

Harry took a step back, that action making one of the tentacles shoot over and wrap around him making him yell.

At that point the Penny hung up on her end hearing the yell.

"Ah Harold," Octavius said holding Harry up in his face. "Where pray tell is your father?"

"I-I don't know," Harry answered truthfully a bit scared out of his mind before he recognized the guy. "W-Wait Doctor Octavius? What are you doing?!"

"That is none of your concern boy," Octavius said with a hint of a snarl. "I'm only here for your father so it would be in your best interest to tell me the truth."

"I am telling the truth, I don't know where Dad is!" Harry protested with Octavius frowning before another voice interrupted.

"Hey excuse me can I enter through here or do I have to make my own hole?" Both Harry and Octavius turned to see Spider-Man perched on the wall next to the hole poking her head in, eyes widening in recognition of the man despite it being a year since she met him.

"What are you doing here?" Octavius asked surprised to see the vigilante while Harry looked a bit relieved.

"Seriously, a guy with four metal tentacles moves throughout the city and you're wondering why I'm here?" Spider-Man asked keeping the concern out of her tone, looking for a way to get Harry out of his grasp. "Put the kid down."

Looking from Spider-Man to Harry, Octavius smirked. "No, I was originally here for Norman but I think I can make do with his son."

Filing that in her mind, Spider-Man entered the room, landing on the floor. "Your Otto Octavius right?" She asked playing like she doesn't know him personally, seeing surprise flicker on Octavius's face when she asked that. "I followed some of your work, you're a brilliant scientist, why would you attack an innocent kid?"

"So you're not just a spandex wearing buffoon," Octavius mused as he viewed the arachnid as an idiot with how Spider-Man used the powers 'he' gained. "And this has nothing to do with you Arachnid, Osborn must pay, even if I have to use his son in order to get it."

"Not happening." Spider-Man shot two web strands but Octavius quickly crossed two tentacles together to block them, using one to stay in the air before he pulled them back the force actually pulling Spider-Man forward where she flipped for a kick, catching Octavius in the harness making him fly back a foot before the metal arms steadied him with him still holding onto Harry who gave a cry of shock from the movement.

Seeing that, Spider-Man quickly jumped to the arm holding him and was about to force it open when her spider-sense went off and she had to jump to avoid another tentacle with Octavius now on his two normal feet using the three free tentacles to swipe at her.

Ducking, Spider-Man had to jump before leaning back, being kept on the defensive with Octavius before landing on the wall as the tentacle smashed the table in the room, reducing it to splinters.

' _Oh man Dad is going to be so pissed._ ' Harry thought seeing the room turned into a battlefield.

"Impressive, the formula really worked well on you Arachnid." Octavius said confusing Spider-Man.

"What are you talking about?"

"First tell me, did you get your powers from being bitten by an enhanced specimen?" Octavius asked making Spider-Man's eyes widen behind her mask, he took her tensing however as confirmation. "Just as I thought."

' _Enhanced specimen?_ ' Harry looked between them feeling out of the loop as he tried to wiggle free but gasped as the arm tightened making it difficult for him to breathe.

Seeing that made Spider-Man move but her lapse of judgement due to the concern for her friend was her undoing as one of the arms managed to wrap around her leg and slam her right into the wall, stunning her long enough for two more tentacles to wrap around both her stomach and her neck, tightening.

"Know this Arachnid, I could kill you right now," Octavius told her in a dark tone. "But you are not a part of my vengeance with Osborn, so stay out of my way."

With that said he let go of her before surging the tentacle to slam her into the wall with enough force to make it collapse on her.

"Get in my way again and I will take great pleasure in killing you." Octavius warned turning to exit through the hole where he entered, carrying a shouting Harry away.

Spider-Man shifted underneath the debris, one of the lenses cracked while the costume was torn in her stomach area and shoulders with a tuft of brown hair sticking out the top, trying to move but she lost consciousness, barely getting a single hand out of the debris.

 _ **To Be Continued…**_

 _ **Alright, first round with one of Spider-Man's most notorious and prominent members of her Rogues Gallery Otto Octavius-hopefully I did him well and the fight scene was pretty hard to type because of all the possibilities that Octavius has with his metal arms I think I did him well enough using material from the Ultimate Comics, Spectacular Cartoon, the movie and Spider-Man TAS to make his character. Much like in the Amazing Spider-Man comic Issue #3, Ock didn't 'finish' the job on killing Spider-Man because he viewed her as insignificant. An annoyance that has nothing to do with him-it will come back to bite him in the ass many times over.**_

 _ **Not just him but we had plenty of cameos and easter eggs in this chapter along with another Marvel Hero making his first appearance in this story in the form of Ant Man-I used the EMH version of him because that was an awesome version of Hank.**_

 _ **But now things are getting tougher with Penny's life with her best friend now being held hostage by Doc Ock, will she save him or will this be the first time she truly fails?**_

 _ **Find out Next Time oh and I'm almost done with the next 'Into the Omniverse' chapter for those of you who read that.**_

 _ **Now for the Reviews.**_

 _ **DannyPhantom619: Penny will have a long way to go, but she should master it to a degree in either her second or third year. Oh man just the thought of the harassment Deadpool will cause when she's 'legal' is making me bust a gut.**_

 _ **Leonard Church814: Yeah there will be a few times where she'll be serious like that-Fisk is only the first of them. It won't stop her from making the fat jokes in future interactions with Fisk but I wanted their first official meeting to show how serious Penny could get.**_

 _ **Victory Goddess: Thank you, starting this story it was hard because I couldn't decide at first how I wanted to type Penny to try and make her unique instead of a copy off of Peter despite being the same person only as a girl. Such as due to being a girl, Penny was never bullied by Flash making her a bit more confident. But her 'spunk' as you call it can also come back and bite her as when she revealed that she knew who 'Richard' was because of her anger at him for being used in that way. As far as love interests go there are so many choices that haven't been introduced as of yet but you're right Harry becoming the Goblin would be quite the turning point that would either make or break it. The interactions with Daredevil were one of the best scenes to type because I figured if any of the Marvel Characters would figure Penny's secret out it would be him and that in itself helps because he's one person she doesn't have to hide her alter ego from. Spidey and Wolverine meeting will be a lot of fun to type, but I don't want to do that too early. Oh man the interactions between Penny and Black Cat will be interesting to do-although at first it will be the same as Felicia and Peter due to how she'll know Penny as Spider-MAN at first.**_


	14. Rise of Doc Ock Part 2

_**Disclaimer: I don't own Spider-Man or Marvel so no suing please.**_

 _ **Summary:**_ _ **Penelope 'Penny' Parker was just your average girl who went to High School, but a spider-bite changed all of that. Now gifted with amazing powers and suffering a personal loss Penny chose to fight crime as the Amazing Spider-Man-despite being a girl. But with bad guys coming out of the woodwork will she thrive or die?**_

 _ **Chapter 14: Rise of Doc Ock Part 2**_

Norman didn't know what to expect when he got home, but seeing his living room destroyed was not one of them as he looked around in surprise before stepping on something.

Lifting his foot, Norman was quick to identify the cracked cell phone that belonged to Harry and his eyes widened in slight fear, having flashbacks to losing Emily.

"Harry?!" He called out hoping to hear his son and when he didn't he cursed, pulling out his phone to call the police only to stop at seeing the collapsed wall.

What he was staring at however was the red gloved hand sticking out, one with web patterns.

Slowly he approached the collapsed wall and idly shifted some of the debris to see Spider-Man unconscious.

Norman quickly pushed his 'concern' for Harry away at seeing the chance he had.

Spider-Man the fruits of his and Octavius labor, this was his chance to find out who was underneath that mask and with that figure out how the spider got away along with what happened to it.

His hands barely brushed against the neck where he could grab the mask when Spider-Man shifted, giving a slight groan showing he was waking up, so thinking quickly Norman moved his hand to the shoulder to act like he was shaking the vigilante up.

"Huza-wa?" Spider-Man muttered in a dazed tone her Spider-Sense giving her a subtle warning to wake up, feeling her shoulder being shook before seeing Norman Osborn looking right at her.

Blinking in confusion, Spider-Man still dazed muttered. "Mr. Osborn?" She muttered going to place a hand on her head when she froze, seeing the glove and remembering she was in costume.

Quickly she checked to see that her mask was still on and breathed a sigh of relief. "About time you woke up, what the hell happened and where is Harry?" Norman asked with a frown.

He didn't say anything about Spider-Man knowing his name as he was a public figure, but Norman couldn't help but notice how the Vigilante said it in a tone of familiarity, as if the web head knew him personally.

' _Huh I guess he does care for Harry._ ' Spider-Man thought trying to clear the cobwebs from her head as it was pounding.

"Give me a second." Spider-Man muttered pushing herself up before remembering what happened. "You wouldn't happen to know anything about Otto Octavius would you?"

While she did know, 'Spider-Man' didn't so she had to play it off.

Norman looked surprised by that question. "He's one of my head scientists but he's currently in a coma."

"Oh then I guess I imagined a guy that looked like him with four metal tentacles that hit like a truck," Spider-Man quipped sarcastically. "He said something about making you pay for something."

"Me? I didn't do anything to him." Norman protested but deep down he had a feeling at what Octavius was getting at.

There's no doubt in his mind that the man figured out he hired Taskmaster and was no doubt pissed off with his condition as he saw the worst of it before SHIELD took him into custody for treatment.

"He has my son doesn't he?" Norman asked with Spider-Man giving a nod. "And you didn't stop him?!"

"Hey you try taking on a guy with four metal tentacles-can't believe I said that," Spider-Man muttered that last part under her breath. "Trust me it's easier said than done."

Norman bit back a retort. "That's not important," He muttered to himself. "Did he say anything about where he would go?"

Spider-Man shook her head. "No, he didn't say anything about that just that he would use Harry to make you pay." Just saying that nearly made her panic.

Harry was in danger because she couldn't stop Octavius, just thinking about what he was doing to Harry was enough to nearly make her lose her mind.

"Octavius worked for you, is there anywhere he would stay that you know about?" Spider-Man asked wanting to try and find them as soon as possible.

"Otto is no fool, he wouldn't be anywhere that I know about," Norman dismissed that idea looking at Spider-Man with a thoughtful look. "You're going after him?"

Spider-Man didn't even hesitate to nod despite knowing that she needed to be careful because the man did beat her, if she screwed up again it won't just be Harry who would be in danger but she would die.

"Then save my son," Norman told her, surprising Spider-Man as this was only her second real interaction with the man and last time he was cold and calculative, this time however he looked concerned. "I lost Emily, I won't stand to lose him."

On hearing that Spider-Man gave a nod. "Don't worry, I'll get your son back safely." She said turning to leave through the hole.

As soon as she was gone, Norman gritted his teeth at once more showing weakness but swallowed that feeling down.

* * *

Harry struggled as he was taken to the abandoned sewer tunnel where Octavius made his lab, his wrists bound by a chain that was placed around a metal handle on decrepit train that was in there.

The noise that the chain made were beginning to grate on Otto's nerve. "If you value your life Harold you will stop that."

Otto emphasized that by impaling the area next to Harry's head with the tentacle, making the boy pale. "Why are you doing this?!"

Hearing that question, Otto gave him a dull look. "Do you really think I feel obligated to explain myself to you boy?"

"Obli-you kidnapped me." Harry protested as he glared at him while Otto had a tentacle snake around his face in an effort to make him shut up. "What did I ever do to you?!"

"You? Nothing your father on the other hand has done enough," Otto revealed to the boy. "Surely you know how he really is boy."

Harry hesitated as while his Dad was pretty much a world-wide jerk to him he was still his Dad.

"Just keep your mouth shut and do as I say, before long you'll be free to go," Octavius told the Osborn heir. "Unlike your father I am a man of my word."

"What did he do to you-urk?!" Harry asked but that was enough with the tentacle now wrapped around his neck.

"I tire of your incessant whining, the next time you speak boy I will snap your neck." Otto told him as while he would let him go he had no problems with killing him if he didn't do as he said.

* * *

 _Thwip. Thwip._

Spider-Man had a worried look under her mask as she was swinging through the city, trying desperately to find where Octavius took Harry.

"Okay if I was a crazy scientist where would I go?" Spider-Man muttered under her breath doing a flip before landing on a street light.

The sun was getting ready to set and she knew that she didn't have much time, especially if Norman calls the police to report his son missing, no doubt Aunt May would call to tell her to come home or Gwen and MJ to see if she knew.

' _This wouldn't have happened if I didn't lose my cool when Harry was in danger._ ' Spider-Man thought kicking herself for jumping in instead of thinking it through.

Now Harry might get killed because of her mistake, just like with Uncle Ben-.

' _No I won't let that happen._ ' Spider-Man vowed jumping off the street light. ' _No one will die under my watch._ '

If only she managed to get her Spider-Tracers working then she could've found Ock by now.

Yet they were still bugging out and she couldn't get them to work.

…

Penny was annoyed as she couldn't find any other trace after an hour before her Aunt texted telling her to get home now.

No doubt Harry's kidnapping has made the news considering he's the heir of Oscorp and Penny knew she couldn't be out there any longer without risking trouble for her identity.

So she made it to the bugle where she hid her bag on the roof and from there headed to Queens, sneaking into her room to change before sneaking back out to go through the Front Door.

She barely closed the door when May walked out of the living room, into the hallway. "Penny where have you been? I called the Bugle but they said you left hours ago." She said concern in her tone as she quickly pulled the girl in a hug.

"I was walking around the city, what happened?" Penny asked playing like she didn't know.

Penny felt the hug tighten before May gently lead her into the living room where Eddie was watching the news as it was reporting Harry's abduction by Otto Octavius, with eyewitnesses seeing him leave the area with the teen trapped along with eyewitnesses reporting Spider-Man being present.

"I'm surprised the Bugle didn't call me to get pictures." Penny let slip without thinking as May frowned a darkened expression.

"They didn't get the chance to."

That earned a bewildered look from Penny as Eddie let out a small chuckle. "Your boss was pretty loud when Aunt May called, as soon as she heard that he wanted to send you there or as he quoted you would be fired, she ripped him a new one."

Penny was torn between annoyance as it would've given her the perfect excuse to look for Harry and amusement wishing she was around to hear her Aunt tear into Jameson.

"The nerve of that man," May muttered but quickly gained a worried look. "Oh I do hope Harry is alright."

"Yeah, me to." Penny said trying not to imagine what Octavius could be doing.

"Hey I'm certain that the Police will find this guy and Harry will be safe," Eddie said attempting to reassure Penny, placing a hand on her shoulder. "They put out an arrest warrant for this Octavius guy so it's only a matter of time before he's caught."

"But why would he do this?" Penny asked shaking her head. "I met Otto last year at that science camp, he was never-."

"The type to kidnap?" May tried with Penny shrugging. "People change Penny, you can't expect for them to be the same forever, sometimes it's not a change for the better."

Penny found herself going quiet at hearing that knowing what Aunt May was getting at.

* * *

"It's all over town," Jameson commented as he was watching the news feed that someone else managed to get of this Octavius guy making off with the Osborn Heir, it was crappy cell phone footage but it was the only one out there at the moment. "Crazy scientist with four mechanical arms and we don't have his damn name."

"We actually do." Robbie said walking in already used to Jameson talking to himself at times. "His name is Otto Octavius, he's a scientist that worked at Oscorp but there were rumors of him being in a coma for a bit."

That brought Jameson up short. "A man named Otto Octavius winds up with eight limbs?" He asked in disbelief finding that ironic. "What are the odds?"

With that said he sat down with his fingers locked together thinking to himself.

"If only we had a decent picture."

Robbie said nothing as he knew that Jameson was pretty sore about the dressing down he got from Mayday Parker.

Shaking his head, Jameson waved at Robbie to hand him the file the man was carrying. "What do you think we're going to call this guy?" He asked given that they needed a catchy name due to the number of extraordinary people that have been showing up.

"With respect Jameson we should be more focused on what he plans to do with the kid rather than worrying about a name." Robbie said with a frown as Jameson sighed.

"You're not wrong." Jameson admitted as he would've been worried if his son was in that position, thank God he's out of town because of his first year at college.

The door opened catching their attention as Ulrich poked his head in. "Ned just got back." He said making Jameson perk up.

"Well what are you waiting for, New Years?" Jameson asked a bit sarcastically. "Send him in!"

It took a minuted before a blonde man entered the room looking tired but attentive. "You wanted to see me Jameson?" Ned Leeds asked hiding his annoyance as he was hoping to go home and sleep after the flight back from his last assignment.

"I need every available hand that's over the age of eighteen on this story," Jameson said with Ned blinking at how he phrased that while Robbie shook his head. "We have a lunatic with four mechanical limbs out there with a kidnapped teenager! I want you, Foswell and Ulrich to be working on this."

"Mechanical-what did I miss?" Ned looked at Robbie who shook his head promising to explain on the way.

"Boss!" Foswell entered the room looking panicked. "I managed to score us some good intel."

"Well don't keep us in suspense Foswell," Jameson gave him a critical look as he reached inside of his desk to grab a cigar. "What did you find?"

Foswell just handed Jameson a picture that made the man's eyes widen.

It was a picture that showed Spider-Man and Octavius-looking like they were talking.

"Is this legit?" Jameson asked looking very serious.

"I received it in the mail, no name," Foswell explained with a solemn look. "I had it checked before bringing it to you and I was told it was real."

With that said Jameson didn't hesitate to give Robbie the picture. "Here's the Front Page. Spider-Man: Masked Menace reveals true colors! No we need to show the partnership but we need a name for Octavi-... Ock."

"Excuse me?" Ned asked with a surprised look.

"Doctor Octopus, Doc Ock! Call the patent office and copyright the name Doc Ock, I want a dollar everytime someone says it."

As Jameson was giving the orders, Foswell left the room with a smirk, making a call. "It's done."

" _ **Good, Jameson was always easy to manipulate,**_ " The voice of Wilson Fisk came through. " _ **Be sure to pay your supplier for his services in creating that picture.**_ "

"Anything else?" Foswell asked getting into the elevator.

" _ **No that will be all, just keep your appearances up Big Man,**_ "

…

"For we have much more to do."

On Fisk's end he hung up and leaned back with a satisfied look.

This ought to ensure a lot of problems for the wall crawler who had the gall to threaten him face to face.

Though he can't control the Bugle he could point it in the direction he wants thanks to how Foswell infiltrated it, gaining enough of Jameson's trust for the man to take him at his word and his people will claim that the photo is real giving the publisher the ammunition to keep Spider-Man busy.

He knew that Jameson was already wary of Spider-Man due to the fact that he was a masked vigilante and in the past a masked man killed Jameson's wife in a drive by shooting gone wrong, so given the right… Incentive Jameson would hound after Spider-Man thinking he's a criminal and given how popular the Bugle was the whole city will turn against the wall crawler.

There was a reason he's still around after all.

* * *

The next morning, Penny looked very tired as she snuck out the other night to search for Octavius and has yet to find the man which was strange because you'd think that a guy with metal tentacles would be easy to find.

She barely made it back in time to pretend to wake up, not getting any sleep at all-how could she when Harry was missing?

If she didn't have school to worry about she would still be out there searching.

"You don't look good at all Sis," Eddie remarked coming in with the paper from the Bugle. "Did you even sleep last night?"

"I would make a joke but I'm too wound up to care." Penny muttered with Eddie placing the paper down.

"Too worried to sleep huh?" Eddie asked with Penny pausing. "Don't try to deny it."

"Okay fine I've been worried sick for Harry ever since I found out, happy?" Penny asked sarcastically.

"Man since when did you get so snarky?" Eddie asked as Penny usually toned that down around him.

"You should see me when I'm working." Penny muttered referring to her vigilante job but Eddie figured she meant at the Bugle.

"No thanks Sis," Eddie remarked in good humor, then giving her a concerned look thinking on how she was acting. "Can I ask you something?"

Penny slowly looked at Eddie, unsure of what he was doing.

"What are your feelings concerning Harry?"

On hearing that question, Penny groaned and her head fell to the table with a loud thud. "Not you too," She muttered in the table fabric. "First Flash makes a comment, then Gwen. Will people ever accept a guy and a girl just being friends?! No one questions him being friends with MJ and Gwen!"

"You two did go to that Stark Expo together." Eddie pointed out a little amused at her rant, seeing that it was taking her mind off of what was going on.

"And we invited Gwen who didn't want to go, it wasn't a date." Penny said her voice rising a bit but Eddie gave a shushing motion as May was still asleep leaving for Penny to lower her tone. "I don't like him like that."

"You say as you've apparently stayed up all night worrying about him," Eddie remarked with Penny giving him a look that said 'drop it.' "Fine I won't bring it up but if you need to talk about it I'm here."

With that said he opened up the paper leaving for Penny to sigh and get up to get a bowl of cereal.

As much as she appreciated the concern that Eddie showed for her well being especially when a friend is missing she wished that he didn't assume her worries were because of that.

"Huh." Eddie mused a few minutes later.

"What? Did something in the Sports Section catch your attention?" Penny asked absently eating a bowl of cereal, the TV on to show the weather.

"No, but it's an interesting story to be sure." Eddie said closing the paper up and handing it to Penny who widened her eyes in disbelief when she saw the headline along with the picture.

' _ **Spider-Man and Doc Ock Make Off with Osborn Heir: City Calls for Masked Menace's Arrest!**_ '

"Hold up, Spider-Man isn't Otto's partner!" Penny said her exhaustion making her careless in her declaration.

"How do you know?" Eddie asked with a quirked brow. "No one knows anything about the guy."

"I take the pictures for the Bugle, if he was a kidnapper he wouldn't have fought people like Electro." Penny quickly covered making a note to have a word with Jameson about this slander against her alter-ego.

Although Doc Ock sounded a bit catchy she'll give him that but still the slander!

Where did this picture come from? How did it get fabricated?

"Man you're taking this pretty personally," Eddie quirked a brow at Penny before his watch beeped making him curse. "I need to head out, you have a good day at school Sis."

Penny barely gave a nod as Eddie left. "Can today get any worse?" She muttered to herself.

As if someone heard her, the weather report ended and the News began to show the arrival of Sergei Kravinoff with reporters trying to crowd him as he got out of an airplane.

" _ **Mr. Kravinoff is it true that you use ancient herbs in your diet?**_ "

" _ **How strong are you?**_ "

" _ **Are you going to be staying in New York long?**_ "

One reporter finally got close. " _ **Kravinoff, wait the world wants to know,**_ " He began with Sergei's bodyguards attempting to remove the man. " _ **What could possibly be in New York that caught your attention.**_ "

Sergei raised a hand to stop his bodyguard showing that he was willing to answer. " _ **I'm here to hunt a one of a kind species that made New York its playground, the one known as Spider-Man.**_ "

Penny slowly blinked, her tired brain processing that. "What?"

Did she hear that right?

" _ **And uh-what are you going to do when you find him?**_ " The reporter continued as Sergei smirked.

" _ **Simple, I'm going to kill him with my bare hands.**_ "

For the love of-not only does she have to worry about Doc Ock, Harry, whatever the Kingpin is planning and the arrest warrant that seemed to be out for her from what the Bugle was saying, but now she has to worry about a Russian Hunter wanting to kill her?!

Shouldn't he be arrested for saying that?! Or would it be treated as a publicity stunt?

"I wonder if Matt goes through days like this," Penny muttered her face on the table again. "Man, what a crappy way to start your morning."

* * *

Needless to say Penny remained in a mood for the rest of the day, school passing by slowly as she kept looking at the clock to get out, trying not to fall asleep either.

' _It's sad that I'm a Superhero stuck in school while a criminal is on the loose._ ' Penny thought to herself, writing down some notes.

She barely noticed Gwen and MJ giving her concerned looks as they shared the same History class.

No doubt they would confront her about her lack of sleep during lunch, especially since it became apparent after Harry was kidnapped.

She could already see them asking the same question as Eddie despite her protests and she bit back a groan not wanting to get into trouble.

Great now she's thinking about it.

' _Come on it's natural to be worried about a friend right?_ ' Penny told herself trying to think calmly about this. ' _I can't exactly tell them that it's my fault because then I would have to let out that I'm Spider-Man._ '

And that was a can of worms that she refused to open while talking to Gwen and MJ. It wasn't that she didn't trust them, but she didn't want them to worry about her risking her life as her alter-ego, besides the fewer people that know who she is the better it'll be, especially with the enemies she made.

' _Still I'll admit that I have been… Nervous around Harry ever since the night I got my powers._ ' Penny thought her throat feeling dry once more thinking about the near kiss last month. ' _But a lot happened and with Harry asking if we could pretend it didn't happen I haven't put too much thought into it._ '

Then there was meeting… Richard that put her mind off of it quite easily.

It'll be awhile before she got over that.

Biting her lip in thought, Penny tried to think about other times where she might've felt differently if only to reassure herself that she was right only to think about when they first saw MJ before meeting her how her stomach twisted when she caught Harry staring at the redhead along with how she lightly teased him before the expo when he saw her wearing that dress.

And that was when it hit her.

' _Oh my God,_ ' Penny nearly dropped her pencil at the realization. ' _I do like him like that._ '

…

Lunch Time came around and Penny had no clue how to react to that revelation. If she acted on it once Harry was safe, she would have to split her time more along with the danger of Harry finding out about her nightly activities in being a Vigilante but if he doesn't find out she would be lying constantly to him and that would strain everything-.

Penny looked up as Gwen and MJ sat across from her and braced herself.

"How do you think Harry is holding up?" MJ asked feeling concern for their friend who was still missing.

"He's still alive we know that much." Gwen answered though it was half-hearted because she knew from how her Dad spoke to other officers that the longer a person remained missing the more likely they would be killed it was how a lot of kidnapping cases worked.

Still she turned towards Penny.

"Any chance the Bugle has a lead?"

"If they do I don't know it, Aunt May refused to have me go in after Harry was taken, apparently she yelled at my boss." Penny said with a wince, a bit caught off guard by how this conversation was going. "But I do know that the headline was false."

"How so?" MJ asked, surprise in her tone.

"About how Spider-Man was supposedly partners with Octavius."

"Yeah I agree with Penny, it doesn't match with what he's been doing," Gwen agreed with a frown as she crossed her arms. "Then again he did suddenly fight crime after being in the show business for a bit so I don't know."

"Come on Flash you have to accept it," Kong's loud voice made them look towards the table where the Football Team usually ate. "Your hero worship is getting a bit old, especially with what happened."

"I call bull on it, there's no way Spidey had a part in this." Flash said with a scoff not believing the Bugle. "Come on did everyone seem to forget how he put people like that electric guy away or how he teamed up with Iron Man?"

"The Bugle has evidence, they've been known for printing nothing but the truth, you have to admit that it doesn't look good for your hero." Another football player pointed out.

"Yeah but they can be wrong." Flash said stubbornly.

"Huh Flash sticking up for someone now there's a surprise." Gwen mused while Penny felt a surge of gratefulness towards the football jock.

At least someone knew without a doubt that it wasn't true.

Now if she could just prove her innocence.

* * *

The second that class ended, Penny was back out on the streets in her vigilante threads.

' _Come on, I have to find Ock._ ' She thought looking around before hearing a yell.

"My purse! He stole my purse!" Looking down to see a runner, Spider-Man reacted accordingly by webbing the guys feet to the ground.

"Seriously, stealing an elder's purse have you no shame?" Spider-Man mocked taking the purse back before walking towards the elder holding it out. "Here you go ma'am-."

"Stay away from me!" The elder yelled snatching her purse back as she took off with Spider-Man taken aback by what just happened before her spider-sense went off right as something was thrown at her, with her ducking a styrofoam cup of hot coffee hitting the wall near her.

"Get out of here freak!"

"You masked menace!"

"Hey isn't there a warrant out for him?! Someone call the police!"

A bit scared by the angry mob mentality that was slowly forming with the people around her as more items were thrown, Spider-Man quickly jumped and swung off.

' _Geez and I thought the people were against me before._ ' Spider-Man thought thinking back to the uncertainty that they showed with her.

Now they were demanding her head on a pike after a single day.

All because of that front page exclusive with the Bugle.

The sooner she cleared her name the sooner she didn't have to worry about that.

Shaking her head as she continued, Penny froze and nearly slammed into a building-only barely stopping herself-when she saw a few rooftops away was Octavius himself moving with two metal arms holding bags full of either money or supplies.

The man hasn't seen her and she was about ready to jump him before realizing that if she did that-even if she won she would have no way of finding Harry.

… So she had to follow him.

* * *

Across town however Sergei Kravinoff was meditating with incense burning around him when his TV Agent came through the door, on the phone. "Kravinoff-baby I have news." The man said with Sergei opening one eye to give him a critical look.

"Call me baby again and I will tear your arms off." Sergei warned with the agent giving a nervous chuckle.

The only reason he hired this man was to help him move around easily whenever he had a job that didn't have anything to do with his reality show which was a front to give him an alibi.

In truth he was quite the seasoned assassin and hitman.

"Right sorry." He apologized as that was just his way of speaking.

After a moment, Sergei sighed. "Well?" He asked, impatience in his tone.

"We have a Spider-Man sighting and the cameras are ready to capture your defeat of him." The agent said with Kravinoff giving a smirk, eyes gleaming.

This made his job given to him by Fisk so much easier.

Especially with the plan they had.

Once they subdue Spider-Man, the footage will get cut as something will go wrong, or so the world will think.

That's where his brother Dmitri Smerdyakov who was a master of disguise along with the tech developed by Phineas will 'get away' disguised as Spider-Man, the camera turning back on to catch that.

Yes the ratings of the show will diminish, but it's a small price to pay in killing the real Spider-Man as he would have an alibi with leaving after that, long before the corpse is discovered.

Although he was in no hurry to do it today as it would be foolish to go in without a plan of attack, especially when he could spend it learning how his target fought.

* * *

"Of course that explains how he's been getting around without being seen." Spider-Man muttered managing to tail Octavius all the way towards the river beneath a bridge where Octavius entered through the sewers. "Urk this will suck to clean out."

With that said she entered the sewers, giving Octavius a few seconds to avoid being seen as there wasn't anywhere to truly hide.

From that point on she kept her distance, crawling on the ceiling with the dark water below her.

"Man why did it have the be the Sewer?" Spider-Man asked herself nearly gagging from the smell. "Why couldn't it be the beach or the park?"

She was so focused on her rambling that she didn't notice her Spider-Sense until her hand pressed on something slimy and she lost her grip.

"Whoa-?!"

 _ **-Splash-**_

Spider-Man coughed as she was now covered in sewage. "Oh yuck it's in my mouth!" She coughed nearly throwing up in her mask. "You don't see Iron Man or Daredevil in the sewers, why am I the only superhero going into one?"

Looking around, she let out a sigh of relief that Octavius didn't seem to hear her showing that he might be too far ahead.

"Really need to stop complaining to hide my fears," She muttered standing up to move. "Hopefully once this is over I can get a nice hot shower and never go into the sewers again."

Still now she had no clue where Octavius went-.

"How long are you going to keep me here?!" Spider-Man's head perked right up at hearing Harry's voice and she quickly made her way towards it, climbing into a small narrow pipe as the voice seemed to echo going through it.

"Harry, have to get to him fast." Spider-Man muttered crawling through the pipe before coming to the barred end where she saw Octavius working on something with Harry chained up nearby. "Bingo."

Grabbing the barred end, Spider-Man used her strength to force the bars off, but gently put it down to avoid making any noise as she silently climbed up the wall.

"Hey!" Harry whistled trying to get his attention as a mixture of hunger, lack of sleep and annoyance at being kidnapped was making him very irritable. "I'm talking to you!"

"I believe I warned you what would happen if you didn't shut up." Octavius snarled glaring at Harry who despite his fear glared right back.

Seeing her chance, Spider-Man took it. "You're the one who kidnapped a teenager," She said her voice making their heads snap up. "What did you think was going to happen?"

"Spider-Man?!" Octavius asked in shock right before she webbed his goggles making him back up as he tried to tear it off.

Using that distraction to her advantage, Spider-Man quickly jumped next to Harry and easily broke the chains off. "You alright?" She asked placing a hand on his shoulder with Harry giving a nod, surprised by what happened. "Good, now run."

Harry didn't hesitate as Spider-Man looked towards Octavius who used his metal arm to get the webbing off, a murderous look on his face. "I warned you Arachnid." He said with Spider-Man's sixth sense buzzing pretty loudly in her head.

Swallowing a bit as she tensed, Spider-Man didn't let that stop the quip from escaping her mouth. "I make it a point not to listen to the warnings of tentacled men, I'm sure you understand."

With that said the two move, Spider-Man shooting a strand of webbing that Octavius blocked with a tentacle before pulling the arachnid towards him but Spider-Man easily did a flip and grabbed a tentacle that was about to impale her, easily swinging around it to jump off and kick Octavius in the chest.

Keeping one tentacle on the ground, Octavius went to slam all three into Spider-Man who weaved her way around them, doing nothing but trusting her spider-sense before seeing some of the formulas that were on the whiteboard that Octavius was clearly working on, bouncing off the walls to dodge the attacks.

' _Whoa, okay keep focused worry about what he's working on later._ ' Spider-Man thought nearly getting hit.

The more she moved however, Octavius just smirked. "Such speed, reflexes and strength, even though it's all wasted on you it's nice to see the formula works."

"Okay while we're on that Ock," Spider-Man said using that nickname the Bugle came up with much to the man's chagrin. "You mentioned something like that before, what are you talking about?"

She easily put some distance between the two of them as Octavius was now standing on his own two feet, all four arms ready to move.

"Surely you've figured it out by now."

Spider-Man went quiet before speaking. "The spider that bit me… You created it didn't you?"

"Yes," Octavius said taking full credit as without him Osborn would have never made it that far. "All of your powers were a result of my hard work Arachnid. You exist because of me."

"Great that means I have a weird family tree now." Spider-Man quipped making Octavius frown.

"Laugh while you can Arachnid you fail to comprehend anything about this," Octavius warned and this time all four tentacles surged towards Spider-Man who was hard pressed to dodge them, jumping and weaving around them before one snagged her foot and slammed her into the wall, stunning her long enough for all four arms to grab her limbs to prevent her from escaping. "Allow me to let you in on a secret Arachnid, do you wish to know what formula your powers were evolved from?"

"Evolved? So you didn't come up with it, wow I guess you are a quack-." Spider-Man grunted in pain as the tentacles increased their pressure around her ankles and wrists.

"No it takes a true genius to continue Erskine's Formula."

"Erk-?" Spider-Man went quiet knowing that name.

The man who created Captain America.

That meant-.

"Ah I see you understand." Octavius said with a smirk at her sudden silence. "Your blood, everything about you is evolved from Captain America. And once you're dead I can continue to work on it with your body as my genetic template."

"Over my dead body." Spider-Man protested renewing her struggle as Octavius gave her a dull look.

"I believe I just said that," He said rearing his upper left metal arm to impale her, having let go of both of her wrists to quickly use the right metal arm to wrap around both wrists. "Goodbye Arachnid."

Right before he could go through with it, Spider-Man wasted no time in blinding him with webbing right as the arm barely missed her, hitting the wall behind its target instead, the sudden blinding caused for Octavius to let her go in surprise.

"Blast! You will pay for that!" Octavius said attempting to pull the webbing off, but Spider-Man aimed her web shooters and quickly shot more webbing, covering his whole face and webbing the tentacles to the wall, giving her enough time to place some distance between them before the tentacles broke free with Octavius still struggling as he couldn't breathe right now due to the webbing before he finally got it off, taking a gasp of air, now glaring at Spider-Man who tensed. "I'm going to enjoy this."

"That makes one of us Ock," Spider-Man ducked a tentacle before leaning to the left followed by a flip to dodge the attacks. "Come on, even in an enclosed space such as this you can't hit little old me? I mean man you suck in a fight."

"Do you ever stop prattling?!" Octavius snarled his attempts becoming a bit more wild in his anger allowing for Spider-Man to dodge a lot easier as he was becoming more predictable in his rage.

"Nah I'm a prattler I prattle," Spider-Man mocked now running on the wall before Octavius began to move after her using his arms to move sideways. "Hey wall crawling is my schtick! I could sue you!"

"Your attempts at humor is nothing more than an annoyance Arachnid."

"Great to know I haven't lost my touch and speaking of humor did you cut your hair with a bowl? I mean seriously Ock you need a barber to fix that," Spider-Man did a handstand twisting her body to dodge more attacks, defying the laws of physics with each twist and turn. "Then again I'm not sure that is salvageable, you would have to look good for it to be saved."

"You will pay for mocking me!"

"Will you take an IOU?" Came the cheeky reply.

Seeing the wall behind Octavius looked weak, Spider-Man shot a web line purposely missing the Doctor as it hit the wall. "Clearly you need to work on your aim Arachnid."

"Nah aim's good, catch." With that she pulled making the part of the wall she snagged break off and fly at Octavius who turned in time to be hit in the harness stunning him long enough for Spider-Man to jump, landing on his back now grasping the base of the four tentacles this being her first and only chance to do this.

"W-What are you doi-?!" Octavius demanded only to feel a sharp, agonizing pain as Spider-Man tugged with enough force to tear the tentacles off the harness making him scream in agony. "My arms, my beautiful arms."

"You need help Doc." Spider-Man quipped giving him a left hook with enough force to knock him out.

With that done she webbed him up in a cocoon to keep him contained and looked at the formulas on the board. Now that she didn't have to worry about the fight, she could see that it was an unfinished one for a cold fusion battery which confused her.

Why would he be working on that when he wanted to hurt Norman Osborn-.

Spider-Man stopped, a cold chill going down her spine in realization.

It wasn't the formula for a finished one, it was for an unstable one a bomb.

Along with a map of Oscorp on where to put it.

If she didn't get lucky to find Ock, the man would've blown up Oscorp and killed numerous people in there, destroying the business and if Norman somehow survived he would've lost everything.

Except for his son who Ock would probably used as leverage.

Shaking her head, Spider-Man stopped her spider-sense going off and she could hear voices coming nearby and knew that Harry most likely called the police so she took off in the direction away from the voices, crawling through the pipe she entered the room in.

On leaving the sewers however she didn't notice Sergei watching as she swung off, not attacking her as of yet but putting together the beginning of a pattern of how she moved, where the vigilante frequents and to catch a glimpse of his target.

Patience always won him the hunt after all.

…

The next day after school, Penny was rushing over to Harry's place as after Octavius was arrested-taken to Rikers Island-he and his father Norman were questioned a lot that night along with her needing to take a long shower to get the sewage off of her.

And given how his phone was… Destroyed during his kidnapping Penny was unable to text him so she was taking this chance to see if he was alright.

MJ and Gwen were unable to come due to certain circumstances, Gwen was asked to stay after school and MJ said something about a family emergency but wouldn't elaborate after that, both of them asking for Penny to give Harry their best as they would try to visit once what they had to do was taken care of.

Harry answered the door after the frantic knocking. "Penny?" He asked in surprise only to be surprised further when she hugged him.

"Are you alright?" Penny asked with a worried look as she didn't have time to truly make sure while saving him.

"I'm fine," Harry promised with a laugh after the sudden hug. "Dad had the doctors look me over-get this he was actually concerned."

"He's your father." Penny pointed out as Harry let her in.

Harry gave a nod. "I know but even with that it was a surprise, he never showed concern like that before."

Penny smiled at hearing the relief in Harry's tone and knew that he was happy to see that Norman did care for him, even if he didn't show it all that much.

"So I heard Spider-Man saved you." Penny commented slyly as it was on the news although the Bugle seemed to be sticking to the story that her alter-ego and Ock were partners, much to her chagrin.

"Yeah it was a surprise to see him like that in person," Harry said remembering both the fight when he was kidnapped along with what he saw before getting out of there. "I'm glad there's someone like him out there, if he wasn't I doubt I would be here."

Just hearing Harry say that made Penny look thoughtful as she remembered what she learned from Octavius about her powers and where they came from.

Out of all the possibilities that was the last one she would think of.

Still that didn't matter right now.

"So what did you call me for before all of that happened?" Penny couldn't help but ask as Harry chuckled sheepishly.

"Truth be told I wanted to ask for some help on studying."

Penny gave a slight laugh. "Alright you want to start?"

"Not today, after everything that happened I just want to relax, so tomorrow perhaps?"

"Tomorrow." Penny promised with a smile that Harry returned and she found herself staring for a bit.

"Penny?"

"Er yes?" Penny coughed and looked away to hide her embarrassment.

"I've been meaning to ask you something." Harry said rubbing the back of his head while Penny felt nervous.

"You have?"

Taking a deep breath, Harry spoke "Are you alright?"

That was a question that Penny didn't expect. "Huh? What do you mean? I came to ask if you were alright."

"Gwen, MJ and I have been a bit worried for you this last month," Harry revealed with Penny now looking hesitant. "It's just that you've been so exhausted, are you overworking yourself?"

"No it's just… A lot has been on my mind and," Penny took a deep breath, coming to a decision. "And I needed time to think about it about something that I've been avoiding for too long."

"Oh, did you find what you were looking for-?" Harry was cut off when Penny did something he didn't expect.

She kissed him.

On the lips.

It felt like ages to Harry who began to return the kiss before Penny slowly pulled back, a shaky smile on her face, trying not to look nervous while Harry had a stunned expression.

"I think so." Penny replied, her smile however dropped when Harry didn't respond. "H-Harry?"

Did she make a mistake?

Harry quickly shook his head. "Huh?" He asked not sure if that really just happened.

"Maybe I should go." Penny muttered thinking that she probably shouldn't have done that and that was enough to snap Harry out of his stupor.

"W-Wait." He quickly grabbed Penny's wrist to try and get her attention, a bit surprised as he was nearly pulled over due to how she was already in motion.

Since when was Penny that strong?

But Penny managed to stop as Harry righted himself. "I didn't-I mean-Well," Harry stammered trying to say the right thing without screwing this up. "I thought you just wanted to be friends."

Penny swallowed nervously as she suddenly found her hands interesting, not meeting Harry's eyes. "I've actually been avoiding thinking on it because I-... I've never been in a relationship before so I didn't know how to respond," She confessed to him. "Then the thing with Uncle Ben happened and I refused to think on it more because I didn't want to lose anyone else."

Plus with her duties as Spider-Man she wasn't certain she could commit to a relationship with an old friend which was another reason why she gave Richard a chance because if it went wrong-which it did-she wouldn't have lost a friendship.

"But when you were kidnapped by Octavius I just-... I didn't know how to respond," Penny closed her eyes at that. "I didn't know if you would make it back or if Octavius would-."

She found herself cut off when Harry cupped her chin to raise her head, the action had Penny open her eyes right when Harry inched closer and softly pressed his lips against hers.

Penny felt like her whole body was on fire, her heart pounding as she returned the kiss. Though it lasted only for a few seconds to her it felt like an eternity.

Deep down there was the slight fear of messing this up, but Penny ignored it as the kiss ended, her face taking on a reddish hue at the new step the two of them took and she couldn't help but smile.

After everything that happened she wouldn't trade this moment for anything.

* * *

Otto Octavius grumbled to himself as he was sitting on a prison cot in Rikers Island, staring at the wall, his harness still showing but with the arms torn off it was now useless.

He could still feel the phantom pain from when that accursed Arachnid tore them off and grimaced as it flashed through his mind once more. Otto felt… Lost without his arms.

They've become so much of a part of him that he couldn't bear not having them.

He was currently in one of the maximum security cells that they had prepared for those with unique 'abilities' so far there were only two occupants in the other cells.

The Beetle and Electro.

Both of them Otto knew were defeated by the same costumed fool that put him in here.

' _I should've tore his head off when I had the chance._ ' Otto lamented as in his pride and short-sightedness he made that mistake. ' _To think that the fool actually bested me._ '

This won't stand. Somehow… Someway he will get out of here and make the Arachnid pay.

' _Congratulations Spider-Man, you just replaced Norman Osborn as my main target,_ ' Otto thought, his eyes narrowing at the wall. ' _While Osborn will eventually pay I know that you'll just get in the way should I try to go after him._ '

Once Spider-Man was dead he'll continue his plan to make Osborn pay.

Hearing a shout, Otto glanced out of his cell, seeing flashes of light to the side and knew that this 'Electro' tried to make another escape attempt but his cell was created specifically for him.

Created by Oscorp with technology that Otto knew very well as Osborn was the one who funded this particular wing for the Prison, a public place to keep the 'Super criminal's' that have begun to appear with SHIELD being unable to hide their existence. Otherwise Otto would've woken up back at the Triskellion which would've made 'escape' even more difficult.

A dark smile came across Otto's face before he hid it.

He'll need to bide his time until the security here grows lax around him, memorize when and where they'll be on what day. Once that happens he'll make his move.

 _ **To Be Continued…**_

 _ **Finally got this chapter done with the defeat of Doc Ock-I really enjoyed typing the fight scene between him and Spidey, especially with the mocking that the Web Head did and I look forward to typing their next encounter.**_

 _ **Not only that but Penny and Harry are officially going out after this chapter-it was my first attempt at romance so I hope I made it believable, especially since I stretched it out to fourteen chapters before doing this. As it is this 'relationship' is the first for both sides so neither of them will know what to do and it might fail like many first relationships do or they might stay together-only time will tell.**_

 _ **But that's not all, we have Kraven the Hunter coming in soon along with mentions of the Chameleon and Mysterio-I did say that they would be coming out of the woodwork and the city itself is starting to turn against the Wall Crawler thanks to the machinations of the Kingpin, say what you want about the fat man he is still around for a reason. Plus that also brings in the infamous Jameson/Spidey rivalry that happens in the comic but this time Jameson has a reason to start disliking the wall crawler with it being slow instead of immediate hate.**_

 _ **We finally had the first interaction between Spider-Man and Norman Osborn-keep in mind this is Norman before the whole Green Goblin fiasco so while he is a hard-ass he did care for Harry a bit in the original comics (to an extent)-the Goblin Formula is what made the infamous manipulating arch enemy and while I have plans for the Goblin I probably won't bring him in until Year two, give time for the other members of the Rogues Gallery to shine, although I might change my mind later.**_

 _ **This is also my longest chapter for this story and officially my longest story almost at 100,000 words, hopefully I can reach and surpass that amount soon.**_

 _ **So let me answer the reviews so I can post this and get started on the next chapter.**_

 _ **Foxchick1: Haha thank you, I'm happy you find this fic epic, it really makes writing it all the more worthwhile.**_

 _ **Rmarcano321: Damn that is a lot of titles for Spidey to have. Well the original Nick Fury also appeared in the Iron Man cartoon, X-Men Evolution/X-Men the Animated Series, had his own Movie with Nick Fury: Agent of Shield and the first episode of Spider-Man Unlimited-there are quite a few with the original look. While I do agree with not liking Sally it's a bit much to be glad she died. I also plan for Penny to continue to make more gadgets and upgrade her tech as time passes on. Haha yeah, Harry liking Penny, I figured that would've been one of the major changes since Spidey is a girl in this fic, instead of tension between Peter and Gwen it would be between Penny and Harry. Damn I just read that Sinister Six comic and that is quite the major flaw. Thanks for the in-depth character explanation on Goblin and Ock-it really helped with this chapter. Well as Peter was all for the 'secret-identity' thing I figured with Penny she would continue with disguising her gender to further help that. As for Spidey getting knocked around I think he just rolls with the punches to avoid seriously hurting someone because if he doesn't roll with the punch then the person would break their hand as it would be like punching steel. One More Day? Ugh I really don't like that particular one-looking back it is an interesting one but it works more as a 'What-If' rather than what happened, especially because it cost Peter and MJ their daughter. This story Penny won't be anyone's apprentice-... Except for Shang-Chi but that's only with learning how to fight, the tech and gear is what she'll build herself although she may take inspiration from others. Didn't know the Bratva were really in Spider-Man-or was that the 'real' world version you're talking about? Good point on the whole enemies and who they usually go against. Yeah if anyone would figure out the truth with Penny it would be Daredevil-vice versa for Penny given her intelligence. Thank you for the info on Beetle, the World Council and AIM.**_


	15. A Dangerous Leak

_**Disclaimer: I don't own Spider-Man or Marvel so no suing please.**_

 _ **Summary:**_ _ **Penelope 'Penny' Parker was just your average girl who went to High School, but a spider-bite changed all of that. Now gifted with amazing powers and suffering a personal loss Penny chose to fight crime as the Amazing Spider-Man-despite being a girl. But with bad guys coming out of the woodwork will she thrive or die?**_

 _ **Chapter 15: A Dangerous Leak**_

It was pretty surreal.

Those were Morris Bench's thoughts as he sat in Central Park looking at his hand a few days after volunteering to be Miles Warren's little guinea pig and he walked away with some unique abilities.

Abilities that made it to where he no longer needed to eat or sleep anymore.

He spent the last few days learning how to control them to an extent. Just enough to not have to worry about losing it in public.

Focusing, he saw a part of his arm turn into clear liquid before changing back making him grin.

He could do anything now. Warren did say that his powers were to do with as he wished which was surprising because Morris was definitely expecting a catch of some sort.

Still if he still had a choice there was one thing.

Morris reached into his pocket and pulled out a picture that showed him with a red haired girl.

He knew it was stupid because this girl turned out to be a high schooler, but with how everything in his life was she was the only thing that made him truly happy.

Morris tried to forget about her and move on-he really did but his mind kept wandering to her. He just wanted another chance with her.

* * *

"Why do they always make the stupid choices?" Penny asked as she and Harry were watching some horror movies at his place, a bowl of popcorn being shared by the two.

It's been a week since the incident with Otto Octavius with the month being October, just three more weeks until Halloween, so the two were getting into the spirit. The loud thunderstorm outside certainly helped with the mood.

Although Penny didn't really find horror movies that scary anymore, they were pretty tamed compared to her after school activities. Almost three months since she got bit by that spider, time really does fly when you're busy fighting crime.

Harry gave a slight chuckle. "I know the car is still turned on, they could leave at any time." He said looking at his… His girlfriend.

He was still getting used to the thought of Penny being his girlfriend over the last week since the two kissed.

They haven't really told anyone about their er-relationship or really do anything that a couple would do, both of them not wanting to screw this up. So they were taking things slow, just doing the things they find comfortable and continuing from there.

"Along with the fact that they were warned multiple times about heading out there," Penny said before her cheeks heated up and she averted her eyes as a certain scene played. "Are they seriously doing that now?"

"At this point I think the killer would agree with you." Harry reached for some popcorn at the same time as Penny, their hands touching before the two of them quickly pulled back. "Oh uh sorry."

"S-Same." Penny cursed herself for her shyness.

Why is it that she can leap off of tall buildings and dodge bullets with a laugh but this had her feeling weak in the knees?

"So how was work?" Harry asked hoping that given time the two of them would get used to this.

Penny groaned the embarrassment forgotten.

"That bad?"

"My boss has been doing nothing but slandering Spider-Man ever since you were kidnapped by Octavius," Penny explained with Harry thinking about the paper. "He still thinks the two were partners on that."

It was annoying because she was supplying the guy with the pictures which ended up slandering her as a Superhero and she tried to ask Foswell where the picture came from learning that he was the one to give it to Jameson, sadly she couldn't find a lead of how that happened.

"Well I was there for both accounts, perhaps I could set the record straight?" Harry suggested finding that a bit harsh to the vigilante considering he was saved by him.

Penny gave a smile, a little flattered that Harry would do that despite knowing that he had no idea it was her. "That's sweet of you to offer for him, but Jameson won't listen to 'teenagers who don't know what they're talking about'." She said that last part in a poor imitation of what the man said when she tried.

Maybe he said it like that because he was a bit sore from Aunt May's talk with him?

"Why do you still work for him then?" Harry asked not liking the description of this man from everything he heard.

"Not many places that would hire a teenager," Penny answered in a simple tone, seeing that the killer in the movie just found another victim. "Speaking of hiring a teenager remind me to never work as a Camp Counselor."

"Only if you do the same to me," Harry said in good humor before thunder boomed making him jump. "Man I think it's getting worse out there."

Penny looked out the window with the rain pattering on it. "I was hoping it would lighten up before it gets dark." She muttered given how she would need to head home soon.

And given the storm she couldn't web swing without getting soaked.

On the bright side there shouldn't be much crime tonight so perhaps she could take the night off… Or maybe work on her gear a bit more?

She almost had the Spider Tracer completed as she finally found the right radio frequency, however it was a continuous one that gave her a major headache so she was trying to find a way to turn it on only when she needed it.

"Well it's only four-thirty, so maybe it'll die down before then?" Harry suggested, although he didn't think so.

"Maybe." Penny mused thinking the same thing.

With that said they turned their attention back to the TV given how the movie was almost done.

"Any idea what you're going to be for Halloween?" Harry asked curiously.

Okay that made Penny turn towards him with a quirked brow. "I think we're too old for trick or treating." She said in a teasing tone.

"Funny, that's not why I'm asking," Harry said rolling his eyes in good humor. "The School Board was convinced by some of the students to throw a costumed Halloween Party."

"A Halloween Party?" Penny asked in surprise, not expecting that.

Although she was hesitant to go considering how parties weren't her thing. The Expo didn't count because that was a Stark Industries technology reveal. Then again she supposed it wouldn't hurt to take one night off.

"I haven't given it much thought," Penny answered not saying that if anything she might wear her Spider-Man outfit if she doesn't come up with anything. "What about you?"

"Still working on that one." Harry said with a laugh. "So I guess we're both in the same boat."

"Yeah I guess we a-huh?!" Penny's eyes widened as she saw the News cut on around the end of their movie.

" _ **We interrupt your currently scheduled program to bring you this broadcast,**_ " The location of the News looked like it was around the Baxter Building only it looked as if a bomb went off there with Penny tensing, looking ready to head out there with the Reporter Whitney Chang speaking, her hair pulled in a bun as she wore a brown jacket over a white shirt and jeans. " _ **In the span of two weeks the occupants of the Baxter Building have been the victims of a series of attacks since the explosion, the reasons being for those attacks were recently revealed.**_ "

With that said the scene shifted to show video footage of four… Costumed people fighting some sort of monster that burst from the ground inside of the building, a chubby man in a green outfit riding on top of it, holding a staff with a blue eye mask on his face.

"Is that Reed Richards and Susan Storm?" Penny asked in shock at seeing two of the world's leading scientists having their own powers with Reed stretching while Susan looked to be putting up some sort of energy field.

"I'm more concerned about the guy on fire, the rock guy that's with them and that monster they're fighting," Harry said looking very surprised. "I mean seriously more people like this?"

" _ **This footage was recorded just a few moments ago and with the danger pass, I'm about to attempt to interview these new 'heroes',**_ " Whitney said quickly approaching Reed, wearing a white lab coat over the blue and black suit he had on, who was talking to the 'rock' guy who looked pretty annoyed wearing nothing but a pair of blue pants. " _ **Excuse me, Whitney Chang of Channel 5 may I ask you a few questions?**_ "

Reed looked surprised and was about to decline before the rock guy spoke. " _ **Go ahead Reed, I'll go make sure Harvey doesn't try to get away.**_ " He said in a deep tone.

Seeing the rock guy walk off, Whitney quickly asked her questions. " _ **What can you tell me of what happened here?**_ "

" _ **I'm… Not really at liberty to say,**_ " Reed said after a few moments of silence, his mind running at a fast pace. " _ **But we'll be cooperating with the authorities to ensure that something of this magnitude doesn't happen again.**_ "

" _ **Does this have anything to do with the explosion earlier last week?**_ " Whitney pressed on at the man. " _ **Where did you get your unique abilities?**_ "

" _ **No comment.**_ " Reed said not wanting to give an answer to either of them.

" _ **Is there anything that New York's newest heroes can say?**_ "

That caught Reed off guard. " _ **Heroes? We're not heroes I'm a scientist, yes we helped out in this case but we're not going to make a habit of fighting crime,**_ " He explained to the reporter. " _ **Which is why we'll be devoting our time into curing ourselves-.**_ "

" _ **Whoa, whoa, whoa, easy there Reed,**_ " A new voice cut in as the guy who was on fire shot in there, landing next to Reed with the flames dying down to show a seventeen year old teenager with messy blonde hair and blue eyes, giving a big grin as he wore a suit that matched Reed's. " _ **Don't lie to the lady.**_ "

" _ **Johnny-.**_ " Reed began looking slightly annoyed but the blonde just brushed that off, holding a hand out to Whitney.

" _ **What's up? The name's Johnny Storm future world's greatest superhero, don't listen to him on this, I plan to keep my abilities,**_ " Johnny said with what sounded like a flirtatious tone. " _ **So you single?**_ "

Penny couldn't refrain from rolling her eyes at that part.

' _Way to embarrass yourself on live TV._ ' She thought a bit irked by how he was acting. ' _I mean yeah I was no better when I got my powers but I didn't go into the hero business for fun._ '

" _ **Sorry I don't date teenagers,**_ " Whitney answered back easily used to stuff like that, but there was a tinge of annoyance in her tone. " _ **Mister Storm that is quite the bold claim considering the number of heroes out there.**_ "

" _ **Call my Johnny-or rather call me the Human Torch.**_ " Johnny said just coming up with the name before Reed finally intervened and placed a hand on his shoulder.

" _ **No further questions.**_ " Reed said forcefully leading a protesting Johnny away.

" _ **Huh, well I can see that the Baxter Building will have quite a few eyes out for these four fantastic people if you will,**_ " Whitney Chang said looking at the camera. " _ **This is Whitney Chang signing off.**_ "

"Human Torch? Wasn't that the name of one of the heroes who fought alongside Captain America?" Harry asked remembering that name from History Class with Penny giving a nod.

"Yeah it was an android." Penny said wondering what the emergence of those four would bring.

* * *

"The Human Torch? Are you out of your damn mind Johnny?!" Johnny Storm groaned as he was sitting at a counter in the loft of the Baxter Building, one of the few rooms that were undamaged from the fight, the TV showing the news was still on.

The person lecturing him was his sister Susan Storm a nineteen year old woman who had her blonde hair cut at her ears, wearing a blue jacket over a white shirt, looking ready to strangle him. Nothing new there given how he would annoy her a lot growing up for the fun of it.

"These powers could be killing us, the flames you produce could be seriously affecting your health, hell we don't even know how you produce them or what they use as fuel," Susan continued when Johnny had enough. "You could literally be burning your life out each time you catch fire."

"If that was happening Reed would've found something by now," He said interrupting his sister dismissing that idea with a wave of his hand. "Sue come on we have super powers and we just saved the day from the Mole Man."

"I am not calling him the Mole Man." Susan deadpanned at that stupid name her brother came up with with Johnny shrugging.

"My point is, people think we're heroes so why not continue that?" Johnny asked with a grin. "We're famous."

"You mean you're famous." A new voice boomed as there were loud footsteps with the rock guy entering the room, opening the fridge, now wearing an X-Tra Large T-Shirt along with his blue shorts.

"Come on Ben you're famous too." Johnny said with a grin.

"Oh really?" Ben Grimm pointed at the TV as it showed him.

They were giving him the unflattering name of 'The Thing'.

"Okay not the best superhero name, but it's a start," Johnny said with a grin. "I know you don't like how you changed, but look on the bright side."

"What bright side?" Ben asked glaring at the blonde while Susan just placed a hand on her head to stave off a headache.

"Your eyes haven't changed."

That brought Ben up short. "What? My eyes?"

"Yeah they're still the same shade of blue," Johnny said not really caring about the incredulous look he was receiving while Susan grew curious and looked for herself. "Mind passing me a soda?"

"You remember what my eyes look like?" Ben asked ignoring that question, making sure he heard right.

"I notice things, I'm not smart like Reed or Sue but I do notice the small things every now and then," Johnny answered with a shrug. "Now that soda?"

Slowly Ben grabbed a soda and tossed it to Johnny earning a thanks from him. "Where is stretch anyways?" Ben asked using his new nickname for Reed.

"In the lab, he's been working himself to the bone trying to find a way to reverse this." Susan said with Ben going quiet. "You know that Reed never meant for this Ben."

"I know but every time I see my reflection I can't help but be angry." Ben muttered to himself.

"... Hey do you still go to the bathroom?" Johnny asked earning a slight glare from Ben. "What? I'm honestly curious about that."

"You do realize I can snap your neck by poking you right?" Ben lightly threatened.

He wouldn't really do it but this kid was asking for it.

"... Yeah I think I hear Reed calling me." Johnny said giving a sheepish chuckle as he quickly walked off, not sure if Ben was kidding or not.

* * *

Penny grumbled to herself the next day, working at her lab in her home wearing a short sleeved shirt and a pair of sweatpants.

Nothing really to do as her interview with Warren didn't draw up much response with the Bugle, Michael Morbius actually disappeared the other day and nothing she looked into would show her what, only that he was working on something involving Bat DNA to help with Deafness much like how Connors was working with Lizards to help those who lost limbs.

No big crimes were happening either-the regular street criminals were laying low too, probably because of the appearance of this 'Fantastic Four' as people were calling them.

So instead she was working on her Spider Tracers once more, fiddling with it before grinning.

"Now to test it." She muttered focusing and she was happy when her spider-sense went off in tandem with the radio frequency that the Tracer gave out showing that she was right with her hypothesis. "Sweet."

But that now brought in the backdraw as since her Spider-Sense was a part of a frequency, chances were it could be traced if someone was smart enough… Best to keep something like this to herself.

Putting the Tracer down, Penny turned to her Web Shooters that were currently taken apart as she wanted to adjust the PSI to use less webbing in order to avoid running out because she had a close call a few days ago while on patrol swinging in midair.

Plus she added a little more to the formula to try and increase the strength of her webbing given how easily Ock managed to tear it off, but she had no idea if it would affect the elasticity of the webbing which would hamper her transportation.

As she thought about that, Penny blinked a new thought coming to her.

She's been so into making this gear and upgrading that she never questioned how she was having an easy time making them. Sure she had a high level IQ and that wasn't bragging, just the truth, but she never made inventions before like this, especially in such a short time.

At first it was difficult but as she continued it was becoming much easier, almost second nature to improve everything she already built.

Was it possible that the spider bite infected her overall intelligence a little bit?

Penny knew that she could take in information faster than she used to due to how her spider-sense worked along with her fight or flight instincts, but was it affecting her learning curve as well?

That needed to be tested-.

Thinking about tests made Penny remember the revelation on her powers she learned from Ock.

A week of thinking about it and she still couldn't believe it. Her powers came from the Super Soldier Serum… It was very mind boggling yet it made a strange sort of sense.

In fact the only thing that didn't make sense was how she got the damn spider in the first place if Ock was the one who made it and how did he even make it when the Super Soldier Serum was destroyed years ago?

AC-DC began playing in her lab, making Penny jump as she used the back up web shooters she had on in case an emergency happened while she was working on the upgrades to snag the phone across the room without looking, only she ended up hitting the wrench and had to grab it out of the air, her spider-sense warning her in time before she tried again, this time getting the phone.

Checking the caller ID, she saw it was MJ and answered it. "Something wrong?"

" _ **What a girl can't call her friends?**_ " MJ asked in an amused tone, although there was a hint of something else in her tone that concerned Penny.

"Fair enough MJ, what can I do for you?" Penny asked leaning back in her seat, not messing with any of her gear at the moment, instead she reached underneath her lab table where a safe was and pushed in a combination.

It was something she got after a bit to place her hero gear in, mostly to avoid her Aunt finding it as a locked trunk wasn't exactly the safest place to keep it.

" _ **I'm bored, mind if I come over?**_ " MJ asked with Penny hearing the 'plea' this time.

"Sure just let me clean up." She said not wanting for MJ to stumble across her gear.

She'll get back to working on her web shooters once MJ left, and then she'll finally start working on her 'costume' to add a bit more protection to it in case she does get hit by a bullet in the future.

…

"So what's bothering you?" Penny asked throwing a hoodie on over her shirt to hide the muscles she had on her arm while MJ had her jacket on over the chair she was in.

People still thought of her as the science geek after all and she wanted to keep that image up.

"I just needed to get out of the house," MJ answered accepting the soda that Penny was offering her. "Thanks."

Needless to say that didn't do anything to take care of Penny's worries. "You want to talk about it?"

Something was obviously bothering her.

"It's-," MJ sighed, looking at the soda in thought for a bit before coming to a decision. "Have you ever done something you regretted?"

Penny went silent, Ben Parker flashing through her mind.

Taking that silence as a 'yes', MJ continued. "I did something stupid before I moved out here with my Aunt." She confessed with Penny looking concerned. "I used to get into arguments with my father over every little thing, you know how some people like to rebel against their parents?"

"I'm guessing you were a rebel." Penny stated with MJ laughing softly at that.

"Yeah, the arguments with my father only helped with the decision to be one, I started staying out late, partying more… I even got into a relationship with someone who was in college."

Okay now that surprised Penny whose seen MJ being subdued around various guys who hit on her in school.

Seeing the surprise, MJ gave a grimace. "That was the mistake, I tried to break it off after a bit a little bit when I received a bit of a wake-up call but he wouldn't take no for an answer."

"Did he-?" Penny cut herself off not sure if she wanted to ask this next question.

"Don't worry it didn't go that far, I may have dated someone older than me but I wasn't that much of a rebel," MJ said knowing what Penny was going to ask. "My parents had to put a restraining order on him, although he got expelled from College in the process."

Penny winced not sure whether to feel sympathy for the guy in getting expelled or not considering what he was doing.

"And you moved out here to make a new start." Penny said, MJ giving a nod in answer. "I'm sorry you had to go through that."

"It shouldn't have happened in the first place," MJ said taking a sip of her tea. "I was actually ready to just keep my head down for the rest of my time at school, stay in the background and not talk to anyone."

"What changed?"

"I opened the door and met you," MJ answered that one making Penny blink. "And then you introduced me to Gwen and Harry, if it wasn't for you I would be the weird red head that always sat alone at school."

Penny looked a little unsure as at first she only approached her house because her Aunt May asked her to, did she know considering how good of a friend she was with Anna Watson?

"Not that I don't appreciate you confiding in me about this but why did you bring it up?"

At that question, MJ closed her eyes. "I think I'm being followed," She said that sending off alarms in Penny's head-the figurative one not the spider-sense. "This last week I've been paranoid because it felt like someone has been following me."

"Did you call the Police?"

"I don't have the evidence," MJ looked right at Penny. "But I swear I saw the guy I dated but he was gone before I could get a closer look."

"Did you at least tell your Aunt?" Penny asked in concern.

MJ went quiet. "She's been stressed out about something else, I didn't want to add to her problems."

"MJ you shouldn't keep something like that from your family." Penny began only to realize she was being a huge hypocrite in saying something like that.

But her issue was a lot different considering she could defend herself with her powers.

"I know but I don't know if I actually saw him or if it was just my nerves, what if I just imagined it?"

"What do you need me to do?" Penny asked wanting to help the redhead who smiled at her.

"You don't have to do anything, you're already listening to my worries." MJ said happy to have gotten this off of her chest.

* * *

"Interesting." Reed muttered his head stretched, looking around Johnny who felt like he was in a microscope, watching a bit disturbed at how Reed was able to contort and stretch his body because his left hand was stretched across the room, writing formulas a whiteboard while the right hand was typing in on a computer.

"I know I am but what exactly do you find interesting?" Johnny asked hoping that Reed found something that would mollify his sister's worries because he really liked these powers.

"Well first off you're going to have to eat a lot more," Reed said making Johnny blink in surprise. "You have a heightened metabolism because the food you consume is what creates the flames, you actually lost ten pounds in the last week from you catching fire."

"Wait so I can stay skinny if I keep Flaming On?" Johnny asked liking that as he would be keeping his physique for a while. "Dreams do come true."

Reed paid no mind to Johnny's question as he continued to examine him. "You mind getting Ben to come by once we're finished?" He asked as he made getting the man cured his first priority given how out of all of them, Ben was the one who has the biggest change.

He was currently waiting for the results of the excess 'stone' they chipped off of Ben to be analyzed hoping for good news.

"Yeah, yeah." Johnny said before grinning. "Flame On!"

As he burst into flames, Johnny barely had time to laugh when a fire extinguisher went off, covering him in foam.

"Hey!" Johnny complained seeing one of Reed's robots with the Fire Extinguisher ready.

"I had a feeling you would do that which is why I had H.E.R.B.I.E on hand in case, none of my equipment can handle the heat you give off yet." Reed said given how Johnny emits pure plasma rather than fire which made it possible for him to burn in the water, turning it into steam if he trained with it.

"Not cool Reed." Johnny said trying to shake the foam off of him.

Rolling his eyes, Reed turned back to his notes while Johnny figured that maybe he could practice his flying once he finished in here.

* * *

Penny frowned as MJ left a few moments later, thanking the girl for the talk.

The brunette was officially worried for her friend, making a note to keep an eye on her in order to see if she really was being 'stalked' or in case she was imagining it.

Truth be told, Penny really hoped that MJ was just being paranoid.

Seeing her neighbor go into her house, Penny turned from the window before her Spider-Sense went off and she quickly looked out to see a guy in a black shirt watching the Watson house, but a car passed by, blocking the man from view for a split second and he was gone.

Now she was definitely going to keep an eye on MJ.

Still from the split second she saw that guy why did he seem so familiar?

With that in mind, Penny quickly rushed to the basement to grab her hero gear.

…

Mary-Jane gave a sigh as she was filling up a watering can to water some of the plants her Aunt Anna had in the house. She needed something to take her mind off of her nerves which was why she spoke to Penny about it in the first place.

At least she got it off her chest and it felt good to talk about it to someone, especially because Penny didn't seem to judge MJ for her past actions, that would've been the last thing the Redhead needed.

When she finished filling up the water can, MJ turned from the sink not seeing water slowly coming out of the faucet when she clearly turned it off, the water swerving to go to the floor, taking the form of a man.

MJ hummed to herself as she watered the flower before hearing the floor creak behind her making her pause. "Aunt Anna?" She asked hoping that was the case, turning only to scream at seeing Morris, dropping the water can in the process.

"Wait don't scream I just want to talk." Morris said putting his hands up in a placating manner.

"Stay away!" MJ ran out of the room, making it to the door to discover it was still locked. ' _How did he get in?!_ '

Quickly she undid the lock and ran out only to have him in front of her making her back up.

"Please will you listen?" Morris tried again but the door slammed shut, MJ locking it again.

"I'm calling the Police!" MJ told him, praying that he would leave as she reached into her pocket to pull out her phone but a hand wrapped around her wrist.

"Sorry but I can't let you do that red."

"How are you doing this?!" MJ struggled against his grip not understanding how he kept getting in or beating her in getting out of this house.

"Look I'll explain but first you need to listen," Morris said before MJ managed to break free and run out the back door. "This is really starting to get old."

MJ quickly hopped the fence to run but Morris walked around the corner despite being a street away.

"You can't escape so just stop." Morris said annoyance in his tone walking towards MJ who was slowly backing up, trying to find a way out of this.

Morris reached out to grab her wrist but a red gloved hand intercepted by grabbing his wrist, making both Morris and MJ look surprised to see Spider-Man who landed on the fence giving Morris a stern look.

"You know when a lady is running from you in fear she's not playing hard to get," Spider-Man joked looking right at Morris. "So cut it out blondie."

"Spider-Man?!" Morris asked not expecting this.

"What are you doing here?" MJ wasn't ungrateful, she was just surprised that the Vigilante was here in Queens.

"I was in the neighborhood." Spider-Man joked before pushing Morris back and webbing him in place to the fence. "Now stay there until the authorities arrive and think about what-."

Her eyes widened behind her mask as Morris turned to liquid and walked through the webs.

"You've… Done?" Spider-Man was trying to comprehend this before a fist of water shot at her making her jump. "Run!"

MJ didn't need to be told twice as she ran, leaving Spider-Man with the Supervillain.

"So what do I call you?" Spidey ducked a water fist. "H20?" She jumped over him, spinning around to kick him but her foot got caught. "The Liquidator? Come on throw me a bone here." She quickly pulled her foot out and did a backflip to dodge two fists slamming into the concrete. "Fire Hydrant?"

"This doesn't concern you freak!" Morris warned.

"Oh I'm the freak?" Spider-Man asked landing on a tree branch, aiming her web shooters at the guy, firing at him but they went through him. "I'm not the one wetting myself here."

Jumping to dodge a water whip, Spider-Man landed on a fire hydrant only to realize how bad of a move that was when the top of it exploded and a huge hand made of water grabbed her before throwing her across the street, the water making her suit stick to her.

She was lucky that she was efficient in binding her chest at this point otherwise people would clearly see that she was a girl.

"Great I'm wet and not in the fun way," Spider-Man muttered to herself before thinking on that. "And I mean in the swimming way."

Thank God no one heard that one.

Looking up, Spider-Man was surprised to see that Morris was gone before cursing to herself and taking off.

' _Good thing I managed to stick a tracer on MJ._ ' Spider-Man thought quickly jumping over the houses, using her spider-sense to try and pinpoint where MJ was running.

When she came across the scene and intervened, she decided to be safe than sorry and threw a tracer on MJ in case she lost this guy.

' _But how do I beat a guy who can turn into liquid?_ ' Spider-Man thought with a frown, feeling her spider-sense buzzing more, showing that she was getting close to MJ's position, landing on a car right when she saw a giant water geyser erupt a few blocks away. ' _There!_ '

* * *

"Wahoo!" The Human Torch cheered as he flew through the air of New York, leaving behind a small flaming trail in the sky that disappeared after a few seconds. "How did I ever live without this?!"

Giving a laugh, Torch quickly threw some fire in front of him making a few hoops that he shot through for the fun of it.

He really did get the best deal out of the others with his powers. Don't get him wrong he did feel bad for Ben because of how he turned out, but compared to him, Sue's Invisibility/Barriers and Reed's stretching thing, Fire was where it was at-.

Torch came to a stop when he saw a water geyser erupt a bit away.

"That's weird." Torch muttered before grinning.

And as a 'Superhero' he should check out the weird thing, hopefully it would be quite the adventure.

A small part of him thought about calling the others but decided not to because no doubt they would tell him to stay out of it.

* * *

MJ didn't stop running, even when her lungs were starting to burn, too scared out of her mind at what was happening.

Why couldn't this guy leave her alone? How did he turn into liquid?!

As those questions ran through her mind, MJ had to catch her breath, making it to a park where she hid behind a tree, coughing as she tried to calm herself.

"Mary-Jane?" Morris voice made MJ cover her mouth to stifle her heavy breathing. "Please I just want to talk, we can work this out."

' _Please don't find me._ ' MJ thought desperately.

"I know you're here." Morris said looking around before spotting a part of the jacket that MJ was wearing.

MJ felt her heart stop at hearing the footsteps coming closer before she ran.

"Dammit!" Morris lost his temper and the nearby fountain exploded in a geyser. "If I have to force you to stand still I will."

With that said the geyser quickly died down, turning into a hand before reaching the ground that went to grab MJ before she felt herself be grabbed by someone else.

"Hello please keep your hands and feet within my space at all times." Spider-Man joked, swinging out of the way, using the trees in order to do so.

"You again?! Didn't you learn your lesson?!" Morris turned to complete liquid and shot at them. "You can't touch me!"

He came close to grabbing them before a fireball slammed into him, making Morris backup with steam rising to the air.

"Room for one more?" The Human Torch asked with a grin at what he was seeing.

While initially surprised to see him or all people, Spider-Man quickly got over it and placed MJ on the ground, subtly taking the tracer off in the process. "You okay?"

"I-I'm fine." MJ said looking very relieved that someone saved her right as sirens began to pierce the air.

"Good, you hide and get to the police when they show up," Spider-Man told her looking towards the fight with Torch throwing fireball after fireball at Morris turning more of him into steam. "I-er we'll handle this."

While Spider-Man didn't really have a good opinion on Johnny Storm given how he acted on TV the other day, she was pretty grateful the guy was there given how he seemed to be doing the most damage to this stalker of MJ's.

But when this was over she'll have to work on something to help in case she runs into anyone else with these abilities.

MJ hesitated but gave a nod looking grateful that they were there. "Go get them tiger." She said running off.

' _Did she just call me tiger?_ ' Spider-Man thought in confusion but she quickly brushed it off and swung back towards the fight in time for Torch to be hit by an arm of water, steam blasting into the air but it was enough to douse him and send him flying back.

So she naturally swung under Morris who was beginning to grow in size, using the remains of the fountain to add more water to him, catching Torch before he hit the ground.

"You alright hothead?" Spider-Man asked tossing him into the air so she could dodge a fist of water, Torch having enough time to engulf into flames again, burning the water off of him.

"Thanks webs, so who is this crazy guy?" Torch asked seemingly taking the surprise meeting with the masked vigilante in stride.

"No clue, he seems very fixated on that high schooler that he was trying to kidnap, I call him the Fire Hydrant." Spider-Man joked with Torch snorting.

"The dogs must really love him."

"Shut it!" Morris shouted blasting water towards them but Spider-Man evaded it by jumping from tree to tree while Torch flew to the air.

"What's wrong, can't take a joke?" Spider-Man asked trusting her spider-sense before Torch gained his attention by throwing a fireball, making more steam.

This was the scene that the NYPD came to, being called when the Fountain erupted, Captain Stacy getting out of the car with his eyes widening but he quickly adapted as he turned on the car radio. "Dispatch we have three metahumans duking it out in Queensbridge Park, be warned one of them looks to be made of water and is unknown-possibly the more dangerous one," He said as they were beginning to have a system when it came to stuff like this. "The other two are Spider-Man and that Torch kid from the Baxter Building."

Once that was done he motioned for some of the other officers with him.

"Thompson! Lee! I need you two to set up a three block perimeter-call it in, DeWolff, you're with me." With them moving, DeWolff took that moment to ask.

"Which one do we focus on?" She only asked this given how there was an arrest warrant out for Spider-Man, but she wasn't sure if they should focus on that one for the moment.

"For now just lay low, we're going to be focusing on evacuating the park," Stacy said keeping an eye on the fight as they moved. "We see anyone around we get them out."

As much as he disliked this, they had no equipment to handle something like that water guy, and while he hated the idea of vigilantes, he knows that Spider-Man at least would keep the fight in this area given prior experience with Dillon and Octavius.

He was going to make sure to talk to that Storm kid about what he's doing however.

Spider-Man nearly cursed as a tendril of water managed to snag her despite her sensing it, her web shooters choosing that moment to run out of webbing before she was thrown right at Torch with him flaming off to avoid making charcoal out of the vigilante, the two hitting a tree right before Morris doused them in water, blasting them through the tree.

"Watch it." Torch said spitting water out.

"Got it, I'll be sure to watch where I'm being thrown," Spider-Man said sarcastically giving him a slight glare but her head buzzed and she quickly grabbed him, jumping back as spikes of water slammed where they were a moment ago, cracking the ground. "Nothing we're doing is working."

Torch frowned at that. "Hey I'm turning him into steam that's something," He defended himself as he finally dried himself off and flamed on, taking to the air with Spider-Man replacing the web cartridges. "It's your webs that aren't doing much."

"Nothing you both do can do much, I'm invincible!" Morris said his voice booming around them due to his size as he went to slam a hand on Spider-Man to squash her, the vigilante leaping out of the way while another hand popped out of Morris back to lunge at Torch, managing to grab him, dousing his flames again with steam rising up.

Instead of tossing Torch away, Morris pulled the limb back in and Torch was officially inside of his body, now unable to breathe with Spider-Man's eyes widening under her mask.

Thinking quickly, Spider-Man shot two webs and pulled back as much as she could before the trees they were attached to began to crack. Once that was done she jumped and launched herself right through Morris, grabbing Torch on the way out who spat out more water in the process, now coughing.

"What's that about my webs not doing much?" Spider-Man asked sarcastically, the two taking cover. "We need a plan… How hot can you make your flames?"

Perhaps they could just turn him into steam-but wait would that kill him or just incapacitate him?

"I don't know, Reed won't let me do that." Torch answered a bit out of his depth here.

He did not expect a fight like this when he said told the world he would be a 'Superhero'. This was insane.

"Dam-speaking of which where are they?" Thinking on those Invisible Force Fields that Susan Storm generated, they would've come in handy.

"Baxter Building." Torch answered quickly. "But I don't think this guy will wait long enough for them."

That was proven correct as Morris finally found them and went to surround them with water, Torch taking to the air, but grabbing Spider-Man showing that he could fly and flame off his arms in the process.

"There has to be a way to beat them, I can't believe there's someone that's tougher to fight than Electro, at least with him I could still hit...Electro," Spider-Man's face lit up at a sudden idea. "Electricity, if we can get some into him, we might be able to overcharge him."

And luckily there was a Power Plant near the park, they just needed to lure Morris there.

"Think it'll work?" Torch looked uncertain given what they tried so far.

"One way to find out, we just need to get him to follow us," Spider-Man said before looking at Torch. "Drop me."

Initially surprised, Torch listened as Spidey began to swing around Morris.

"Hey Mister Wet Blanket, I bet you can't hit me." Spider-Man mocked with a laugh, infuriating the guy, having to dodge a swipe. "What's the matter too fast for you?"

Seeing what he was doing, Torch grinned. "Nah he's just washed out." He said throwing another fireball following Spider-Man as they headed towards the Power Plant.

"Shut up!" Morris snarled at them.

"What? You'll have to speak up, I can't hear you over all that water your gargling." Torch called out.

' _Okay even I think that one was lame._ ' Spider-Man couldn't help but think but she said nothing considering Torch was new to the whole hero thing.

Still it did the job with infuriating the man who was now chasing them, he was literally moving in the air with water blasting behind him.

"Hey I already took a shower, I don't need another one!" Spider-Man said increasing her speed to keep ahead of him.

Launching himself into the air, to soar over the fence of the Power Plant, Spider-Man landed on the ground with Torch flaming off next to her. "So how are we doing this?" Torch couldn't help but ask with Morris heading right for them.

"At this point I'm winging it." Spider-Man confessed to him before seeing a few power lines nearby. "Can you keep him focused on you for a few seconds?"

Despite hating the idea of being a distraction, Torch had no time to argue as Morris was right on them, so he quickly shot another fireball at the guy's face doing nothing more but pissing him off. "If you wanted to be a hot spring all you had to do was ask." He said flying past his head with Morris turning towards him, wanting to snuff his flames out while Spider-Man replaced the webbing in her cartridges with a newly made one.

While that was going on, Spider-Man covered her left hand with webbing before jumping off to grab the Power Line. At first glance this looked to be a very stupid move, especially since she was testing the electric proof webbing she had prepared for Electro, but it held through even if she felt some slight pain from the excess electricity in the line.

Still she pulled and broke it off, mentally apologizing to the people she just shut power down launching another web line at the metal fence with her free hand, pulling a pole out of the ground.

' _Please work._ ' She thought quickly webbing the Power Line to it, effectively making an electric javelin before throwing it, watching as it submerged in Morris's back left calf.

The effect was instantaneous as he began to shake uncontrollably crying out from the electrocution, but Spider-Man didn't stop there and began to repeat the action this time nailing him in the left arm.

"Torch hit him with as much heat as you can!" Spider-Man called out as the electric resistant webbing managed to burn off of her hand right as she threw the second one, sending an electric shock through her body making her seize up a bit.

"Alright time to really flame on!" Torch said pouring as much as he could into this fireball, actually feeling some sweat on his face in the process showing that he was hitting a limit with Morris attempting to try and remove the wires. "Take this!"

Launching the fireball, steam exploded from Morris as finally the electric shock was too much and Morris exploded, the excess water going everywhere while his physical body slammed into the ground unconscious.

'W-We did it.' Spider-Man thought surprised by how that went.

That had to have been the toughest fight she's been in because the fact that he could turn into water itself made it a lot more difficult.

Torch landed next to Spider-Man with a laugh. "Now that's what I'm talking about, Torch and Spidey 1! Hydro-Man 0!" He said looking like he was enjoying himself.

"Hydro-Man?" Spider-Man asked in slight disbelief, though she had to admit that was better than calling him Fire Hydrant.

"You like it? I'm thinking about patenting it in a way just like Mole Man." Torch said grinning.

Spider-Man just gave a low chuckle. "Still I couldn't have done it without you Torch." She said politely.

Well actually she could've, but it would've taken much longer and she wouldn't have been able to pull this part of the plan off without anyone distracting the guy.

But she didn't want to be rude, besides this guy wasn't as bad as she thought.

"Same here webs." Torch said giving Spider-Man a thumbs up before sirens pierced the air.

"We better go before the Police try to arrest us," Spider-Man said but Torch shook his head showing that he would stay. "You sure?"

"Yeah, besides they might need help containing this guy."

Giving a nod Spider-Man swung off, silently wishing Torch luck with the Police. ' _On the bright side, something like this should change Jameson's view of little ol' me._ '

* * *

"Are you kidding me?!" Penny looked on in disbelief the next morning as she held the new edition of the Daily Bugle while sitting in her lab.

' _ **Human Torch prevents city-wide Blackout Perpetrated by Spider-Man and his partner Hydro-Man! Masked Menace still at large.**_ '

' _Seriously Torch gets the good press while I get dragged through the mud?!_ ' Penny thought in annoyance, as if the call she got for not getting a picture of this mess wasn't bad enough.

Ever since that photograph of 'Spider-Man' being seen with Octavius appeared Jameson has done nothing but slander her.

The silver lining was that there was no mention of MJ so she wouldn't have to deal with this type of stuff at school… Speaking of school she needed to go, so she closed the notebook she had started a formula for something she'd call Cryo Webbing, something to prepare her for if 'Hydro-Man' as everyone is calling him ever gets out again.

"Beetle, Electro, Ock, Hydro-Man… I miss regular street criminals." Penny muttered to herself.

However she grinned as she grabbed her web shooters, checking to make sure they were filled.

"But at least the web swinging is fun."

* * *

Meanwhile at the Baxter Building, Johnny looked at the paper in disbelief. "Man this is messed up." He said feeling bad for the web head.

When he gave his statement he told nothing but the truth in what happened, even to that reporter from the Bugle, Ned… Something, yet they're making Spider-Man out to be the bad guy in this mess.

"I should fly over there and set the record straight." Johnny said standing up before he ended up hitting his head on a forcefield that appeared above him.

"I don't think so," Susan said sternly at him while Johnny rubbed the top of his head. "Your 'adventure' yesterday put all of us in the middle of a media circus that Reed and I have to deal with along with SHIELD getting involved, you aren't going anywhere!"

Johnny grumbled under his breath but sat back down, with Susan deactivating her force field.

"Johnny what you do inadvertently affects us," Susan said looking at him. "Just like what we do will affect you, we need to be careful in what we do."

"Come on, Spidey and I saved the day by taking Hydro-Man down." Johnny began but Susan cut him off.

"You both also caused forty homes to be without power yesterday," Susan told him with a glare. "This isn't a game Johnny."

That made Johnny return her glare. "I know that."

"Do you?" Their argument would've continued if Susan's phone didn't go off. "I need to take this, please just stay inside for the next few days."

As she left, Johnny took a deep breath. "I'm not treating this like a game… Am I?"

 _ **To Be Continued…**_

 _ **Phew and that's the end of this chapter with Hydro Man now behind bars-or however they'll keep him contained. I had a tough decision in either doing him or Sandman when I was thinking of the first few criminals that would show up and at the end I decided that Hydro-Man was the way to go for this story. Some of how he acted was adapted from the 90's Spider-Man: The Animated Series, especially his fixation on MJ.**_

 _ **About MJ, I figured that before she moved to Queens to live with her Aunt she would've been the rebellious type and some teenagers do get into a relationship with someone much older then them during that. But she had a wake-up call that might be elaborated much later on, and tried to end it with Morris before anything bad could happen to either of them. As you guessed he wouldn't take that which got her parents involved, leading to the restraining order and him being expelled from college along with being disowned by his parents as I mentioned in an earlier chapter.**_

 _ **I'll admit that the fighting was a bit lackluster, it was my first time typing someone who couldn't be hit physically, even Electro could be hit, along with the fact that I was trying to set how Spidey and Torch would act around each other-if it isn't good I'm sorry, I'll try to make it even better. Oh and if anyone is going to say anything about how the fight went-how they took Hydro-Man down remember it's based off of a comic book. I had to rewrite how they beat him fifteen times already trying to make it work because my original plan I realized had a lot of flaws in it when I got to that point.**_

 _ **Then we have the Fantastic Four finally making an appearance-though they aren't really the Fantastic Four yet with only Johnny taking a liking to his powers at the moment so none of them see themselves as a team but that will change over the course of the story, speaking of which hopefully you liked how I typed each of them this being the first time I've done the Fantastic Four.**_

 _ **Fun Fact, back during the Stark Expo chapter, Johnny Storm was originally going to appear instead of Richard Fisk but I decided to change that up a bit at the time.**_

 _ **We also finally have a bit of a timeline with it being October in this story and a hint at yet another villain making his way into the story even though he hasn't been physically introduced yet.**_

 _ **Finally… Wahoo! A story over 100,000 words, this is awesome!**_

 _ **One more thing before the reviews, I started another story-A Pokemon Mystery Dungeon one, I'll be advertising it in my other stories too whenever I update them, so be sure to check out 'Team Phoenix: Explorers of the Sky'.**_

 _ **So let's get the reviews out of the way here.**_

 _ **DannyPhantom619: Haha yeah, but she still kicks ass without it at the moment. Man the X-Men will be tough to put in, but I might introduce Wolverine sometime in the 20's for chapters, haven't decided yet. Yeah some villains will figure it out because it's a hard thing to hide.**_

 _ **Rmarcano321: Yup, with how vengeful and calculative Ock is I figured he would know that getting rid of Spider-Man before going after Osborn was the smarter move-... Besides giving up and yes Penny likes Harry, took fourteen chapters for her to realize that. Yeah Kraven in this story is based mostly off of the Ultimate Comics Kraven, but he does have his own abilities like the 616 Kraven.**_

 _ **Foxchick1: Thank you.**_

 _ **Gako959: Thank you, I was unsure when I started this story out, trying to find a balance with making Penny her own character while making sure she retains enough to be Spidey was the most challenging part of this stories creation, along with how everyone acted around Penny as opposed to how they act around Peter. Yeah she won't be able to hide her gender forever, though she will make a valiant attempt to do so. True a real scientist should be able to tell the difference immediately by looking at the blood, especially if they see the face and knew Penny. Johnny Storm is a possible love interest if the thing with Harry doesn't work out over the story, but it won't be for a bit. Haha thanks I'm happy you enjoyed the going to far joke.**_

 _ **AlextheSouthParkGhostRider: Thank you and Venom won't appear for a bit, possibly after the first year given how Goblin will be brought in the middle of the second year, but typing Venom would be very interesting. If any of the Ghost Riders do show up it would be Johnny Blaze because that's the one I know about the most, but don't expect him for a long time.**_


	16. A True Hunt

_**Disclaimer: I don't own Spider-Man or Marvel so no suing please.**_

 _ **Summary:**_ _ **Penelope 'Penny' Parker was just your average girl who went to High School, but a spider-bite changed all of that. Now gifted with amazing powers and suffering a personal loss Penny chose to fight crime as the Amazing Spider-Man-despite being a girl. But with bad guys coming out of the woodwork will she thrive or die?**_

 _ **Chapter 16: A True Hunt**_

"Remember to always tip the police who pick you up." Spider-Man mocked after webbing a couple of normal street thugs together, swinging off in the distance. "And as always thank you for taking the time to get caught by yours truly."

It's been a three days since that incident with Hydro-Man and slowly things were getting back to normal in her hero life, just regular street thugs, nothing else though she has been on edge.

If only because of a certain Russian man who said he was going to kill her, yet he hasn't made an attempt since he said that nearly two weeks ago. It got to the point to where even the media assumed it was nothing more than a Publicity Stunt.

So perhaps she was just worrying over nothing-.

 _ **-Spider Sense-**_

Tensing ever so lightly, Spider-Man let go of the strand of webbing and landed on the side of the building she was swinging past, planting her feet on it as she looked around carefully.

Her Spider Sense has been going off randomly these last few days to which she was really beginning to get annoyed by it. She knew by now that there were no false alarms to it, but it wasn't pinpointing where the danger was this time, just saying it was present

This Spider Sense was just weird to begin with, she knew quite a bit about it after all this time as it helped her swing through the city, especially when she doesn't exactly look at the buildings her webs attach to, and it even warns her when she's about to step in a puddle as Penelope Parker.

But this… This just had her uneasy.

Seeing nothing, Spider-Man swung away.

As soon as she was out of sight, Kraven came out of hiding a few buildings away with a pair of binoculars, watching her retreat. "Soon my prey we will fight." He said some excitement in his tone at the thought before moving to free the men that his 'prey' entrapped a few seconds ago.

It was smart of Dmitri to order these men to draw the Spider out for him to observe how his prey fought and moved. Such speed… Such strength… Even cunning as they outnumbered him, yet Spider-Man used the environment around him to his advantage.

All of that did nothing more than excite the Hunter.

Finally he found a truly worthy adversary to hunt.

* * *

" _ **So your sense has been going off repeatedly?**_ " Matt asked as Penny called him the next morning, sitting in her room.

"Yeah it's been bothering the hell out of me, I mean it's not doing it when I'm me, just as Spider-Man," Penny said as she could just see the frown on Matt's face on the other line. "What do you think?"

" _ **... Your sense works a lot differently from mine, but I think you should trust it,**_ " Matt answered after a little silence. " _ **Perhaps it's warning you of something that will happen when you're out there?**_ "

"Maybe." Penny said a little doubtful about that.

" _ **Whatever it is you'll figure it out, you're resourceful that way,**_ " Matt said surprising Penny. " _ **Just be careful alright? If you need a hand with whatever it is, I'm a phone call away.**_ "

"Got it horn head." Penny said her Spidey persona slipping through with a chuckle, happy to at least have someone on her side in her hero life.

But she probably wouldn't do that because she didn't want to rely on anyone all that much as Spider-Man. Superhero team ups aside.

Besides the man has been busy with some court cases lately so she didn't want to add to that.

Hanging up, Penny laid down on her bed, staring at the ceiling with a thoughtful look on her face.

It was still early in the morning, thankfully on the weekend so there was a lot she could do.

MJ was still being kept in the house after Morris was arrested when she wasn't at school, not that Penny blamed Anna Watson for that considering what could've happened and she was happy she prevented that.

She could swing over and visit Harry, or perhaps see how Gwen was doing.

Grabbing her phone again, Penny texted Harry first asking if he wanted to hang out and got a reply in a few seconds making her shoulders slump.

It turns out he was with his Dad at Oscorp, something important he said and couldn't really talk… Well that's disappointing.

So she tried Gwen.

Her phone buzzed with the blonde answering already saying she would be right over.

So with a smile, Penny went to get ready to hang out with her friend.

* * *

 _Pause._

 _Rewind._

 _Play._

Those were the actions that Kraven was taking for the last few hours preparing for his encounter with his prey as he sharpened one of his blades.

He was relishing the thought of facing this prey the more he watched this video that the Big Man got for him, however he couldn't help but feel some form of anxiousness.

 _Pause._

 _Rewind._

 _Play._

When he does fight this prey he knew without a doubt he would emerge victorious, it was his nature as a Hunter. What he didn't know was how easy or how hard this battle will be.

 _Pause._

 _Rewind._

 _Play._

There was a fear inside of him, one in his heart that was telling him that this fight could be too easy for his skills. It warred with his mind arguing that with his prey's victories against the likes of these Super Villains that the media was calling them there was no way it would be too easy.

 _Pause._

 _Rewind._

 _Play._

Yet the fear persisted.

Still he did manage to narrow down where his prey would be on what day.

Spider-Man seem to frequent Queens the most out of the whole city showing that he might live there, yet with his unique form of travel he could get across the city itself in ten minutes give or take.

 _Pause._

 _Rewind._

 _Play._

"Tonight my prey you will meet your end," Kraven promised turning around to throw the knife as it embedded itself in a picture from the Bugle that had Spider-Man on there. "I hope you put up a spectacular fight to the end."

* * *

"So you got the internship with Connors?" Penny asked in surprise as she forgot all about that in her time as Spider-Man.

"Yeah, I start tomorrow." Gwen said proudly with a smile while Penny forced some small bitterness down.

That was something she tried so very hard to work for before becoming Spider-Man, but after her after school activities began some of her grades went down a bit, enough for Gwen to overtake her given how they were both called the smartest students in Midtown High.

Then there was the job at the Bugle that put it completely out of her mind along with the rise of super villains lately that had her way too busy.

"That's great." Penny said forcing a smile on her face, wanting to be happy for Gwen.

Gwen however saw through that and winced. "Is it? I know you've been wanting to get it." She said as being a scientist was Penny's dream yet she was the one that ended up with the internship.

She wanted to refuse, but Mr. Warren told her in front of her Dad so she couldn't.

Eyes widening, Penny really forced the bitterness she was feeling down and laughed. "Of course it is, yes I did work to get it but I didn't, you did and your my friend why wouldn't I be happy for you?" She asked placing a hand on Gwen's shoulder. "Besides I've been pretty busy as a reporter."

"I thought you were a photographer?" Gwen's confusion overrode her worries about how Penny would take the internship news.

Penny coughed and rubbed the back of her head. "Uh well, I've been attempting to get a bit more into the paper rather than photographer, after all I don't want to be known as Spider-Man's photographer considering all I've been getting were his fights if I happen to be in the same area… Though the interview with Miles Warren hasn't made it anywhere."

"I've read that one it was pretty good." Gwen said smiling as Penny looked a little embarrassed. "Just don't be pulling any Lois Lanes and you'll be good."

Penny made a show of rolling her eyes. "God forbid I should stoop to being captured by super villains and held hostage." She said knowing that she would easily be able to get out of anything like that, besides most of the time she would be Spider-Man.

Gwen chuckled at that happy to see that this intern thing wouldn't strain their friendship.

A knock on the door made them look as May entered. "Penny do you mind helping me with a few chores?" She asked, smiling at Gwen. "Hello Gwen how are you doing?"

"I'm fine Mrs. Parker." Gwen said happy to see May was doing well these days.

"You already know you can call me May," May said with a laugh. "Is your father still at work?"

"Yeah, he'll be pretty busy for a bit, he said he might not make it home tonight." Gwen said some slight hesitation when she said that, May noticing.

"Well you're more than welcome to stay the night, we're ordering Pizza today." May said with Penny perking up as she loved Pizza.

"I appreciate it but I can't I need to get up tomorrow and it's best I'm home when I do that."

* * *

Penny grumbled to herself as after Gwen left she got a call from Jameson to come in and work on some of the computers considering there seemed to be a virus on their web browser and he didn't want to hire a technician.

So instead he asked if she knew how to fix it and when she said yes he told her to come over and do so.

' _Heh Spider-Man working on the web, there's a joke that no one will hear._ ' Penny couldn't stifle the small chuckle that escaped when she was doing that.

"Something funny?" Betty asked from her desk at hearing the chuckle.

"Inside joke you have to be there to understand it." Penny said automatically. "It was something a friend said earlier today that has irony right now."

Betty was going to ask when Ned came in. "Hey Betty you free?"

"Not for another half hour sorry Ned," Betty apologized as while Penny was working on that she was going over the appointments that Jameson would have the next few days. "Oh Penny this is Ned Leeds, Ned this is Penelope Parker."

"Ah you're the new girl?" Ned asked as he heard about her when he got back during that Doc Ock crisis, but this was the first time he met her.

"You could say that, future reporter at your service… Once I finish being the web repair technician." Penny muttered that last part under her breath. "Man who was the idiot who let a trojan horse virus in here?"

"Someone sent Jameson some hate mail and it spread to the other computers." Ned answered remembering that. "He's blaming Spider-Man-."

"Are you serious?!" Penny snapped her head turning to look at him with Ned looking surprised by the outburst. "Ever since that photo with Ock JJ has been on that guy's case."

"Well in the hate mail it had Spider-Man's logo on it with a mocking message to him." Ned said with Penny blinking in shock now realizing what was going on.

' _It has to be the same person who sent the photo, someone is trying to sabotage me through the Bugle._ ' Penny couldn't believe she didn't catch that sooner.

At first she thought it was someone trying to make a quick buck through Foswell, yet now it happened twice.

Who would… Of course.

Penny narrowed her eyes at thinking of a certain fat man.

Wilson Fisk, the Kingpin.

After all there was something he said that proved he could've done this.

' _You see Spider-Man, I own New York. I pay for many of the buildings that go up, I keep the crime controlled and about eighty percent of the city works for me whether they know it or not. Anyone who raises a voice to me are drown out by my supporters, even you have to admit that it's a model of efficiency._ '

That's where the photo came from, the man used someone to deliver a photo to Foswell, convincing the man it was legit and then sent a trojan horse virus under Spider-Man's name through an untraceable account.

Only one person had a motive for doing this, especially since she vowed to take him down.

' _So he's turning the whole city against me using his control._ ' If Penny wasn't angry at the guy she would admit to being a little impressed at seeing how he was attempting to get rid of her.

Perhaps he's responsible for Hydro-Man and Ock?

Seeing her go quiet, Betty and Ned exchanged glances before the latter decided to head out and make a call to reserve a table for him and Betty when she got off work.

"So you a fan of this guy?" Betty asked curiously given how Penny seemed to get pictures of him.

"Nah, a guy at school however worships him, but I can appreciate what he does." Penny said carefully not wanting to slip up here.

The identity of Spider-Man would make quite the article if anyone here found out.

"Don't let Jameson hear you say that he'll pop a blood vessel." Betty commented with Penny snorting at the image.

It was almost worth it to do that… Almost.

"Where is Jolly J anyways?" Penny couldn't help but ask as besides the phone call she hasn't heard the man at all.

Kind of odd given how silent this place was, everyone was unnerved by that.

"He went to do an interview of his own, something about meeting up with one of his informants on something, guys a private detective that's all I could get from him." Betty said with a wave of her hand while Penny looked surprised.

"He's out there on his own?" Penny asked given how she's only seen the man in his office since she started here.

"Jameson does take his job seriously and will pursue a lead if he finds one, it's how he does things." Betty said knowing what she was thinking.

"I… I see." Penny said some respect for Jameson showing despite how he slandered her alter-ego.

If she could prove her innocence however Jameson would have to take back what was said about Spider-Man in the Paper.

…

"Nothing?" Jameson asked in disbelief to the man in his mid-thirties who wore a green flannel over a blue shirt and tan slacks with messy brown hair. "You found nothing? Dammit what do I pay you for Gargan?!"

"Hey finding any sort of information on this wall crawler is tough, I've been out in the streets chasing down every lead on him," MacDonald Gargan protested as the Private Detective was a bit short-tempered due to lack of sleep. "No one knows who he is, not even that TV Producer knew who he was."

"That's unacceptable, someone knows who that masked maniac is." Jameson said rubbing his temple.

"Geez what did he do to you to make you hate him so much?" Gargan asked with a quirked brow as Jameson went silent. "Fine you don't have to tell me."

' _It's not that… Something just doesn't sit right with me._ ' Jameson thought to himself as he was proud of how he was making things difficult for that Menace who was pretending to be a hero.

Yet, he was always pulling that photograph that Foswell gave him to look over it.

None of it was doctored but something felt off.

He visited Octavius to find out more only for the man to look insulted at the very thought of the wall crawler being his partner.

Was there a chance that he was wrong?

' _No, even if he might be innocent in that regard he's a masked maniac taking the laws in his own hand._ ' Jameson thought as he knew various other heroes that didn't wear masks.

Captain George Stacy was one as he knew him from college and at times interviewed him. That Murdock Lawyer who always defended the innocent was another hero that didn't hide behind a mask.

Still there was a chance that someone gave Foswell false information, unlikely but possible.

And he wasn't going to rest until he finds out wha-.

… There was one person who might know who Spider-Man is.

"Jameson you there?" Gargan asked pouring himself a cup of coffee. "You've been pretty quiet."

"How good are you at following people?" Jameson asked looking at the man. "Without being seen."

"I wouldn't be a good private detective if I wasn't, why?"

"I want to hire you to follow Penelope Parker, she's a photographer that works under me," Jameson said with Gargan looking confused. "She's the only person I know who managed to get photos of Spider-Man."

"You think she knows who he is?"

"It's possible." Jameson said thinking on what it could be, he knew that Parker was desperate for money given her home, he did a background check on a lot of his employees before hiring them and saw why she needed a job.

And she got results so he was fine with hiring her.

But was it possible that Spider-Man was taking advantage of her need for money to get his name out there? The guy was an entertainer before this happened so it made some sense for him to be a bit of a glory hound.

"Make sure you aren't seen, if she does know Spider-Man report to me immediately." Jameson said to the man.

* * *

Later that night, Spider-Man was swinging through the city, wondering how she could prove that Fisk was the one who doctored the Photo… If he was the one to do it.

For all she knew it wasn't even him. Yet who else could it be?

Still, she couldn't really do nothing at the moment so perhaps she should just worry about her patrol?

Letting go of the web as she soared through the air, Spider-Man closed her eyes feeling the wind soar past her costume, giving a slight chill given how it was fall.

She should start looking into making a thermal suit for when winter comes, otherwise she would be a spider popsicle by then.

Hearing a crash, Spider-Man snapped to attention and shot another web line to the top of the building, pulling to send herself flying over it quickly changing directions towards the crash, especially with an alarm ringing.

It was a jewelry store as a guy was loading jewels into a bag. ' _Too easy._ ' Spider-Man thought, placing a hand on her belt to shine the Spider-Light on him, surprising the guy and showing that he was wearing a green striped shirt with brown hair in his late twenties.

"Sorry pal but I don't think those diamonds match what you're wearing, besides they look a bit out of your paygrade." Spider-Man joked with the guy groaning.

"Oh come on, I'm just trying to make a living." The guy said backing up as he went to run but Spider-Man just webbed his legs together making him trip.

"Sorry pal but there are legal ways to make money rather than this," She said not sorry at all, hanging him upside down at a light pole. "The police should be here in a few moments so just hang there Bad Guy number… I lost track of how many I put away so I'll just call you stripey."

"Stri-?!" The man looked very annoyed. "My name is Flint!"

"Ah okay Flinty." Spider-Man said cheekily with the guy glaring daggers. "See ya around."

With that she swung off, not noticing a quick moving shape on the rooftops above. It was only a block away that her spider sense warned her enough to let go of her web right as two darts shot past her, barely missing her body.

Twisting as a third dart barely missed, Spider-Man saw Sergei Kravinoff decked out dressed with a lion pelt jacket, no shirt on underneath showing his chest and stomach that had scars and wearing black pants, a blow dart pipe in his hands.

So she swung towards him.

"Alright Lion-O you've got my attention, what's with you blowing at me?" Spider-Man asked landing near him only to jump back as he threw some throwing knives at her, they embedded the floor where she was. "Hey don't throw sharp objects you could really hurt someone."

"Don't be naive Spider," Kraven said in his Russian accent. "You should know why I'm here."

"Yeah I do but I was thinking that it was just a publicity stunt after two weeks of bupkis from you." Spider-Man mocked crouching, preparing to move, recalling what Shang-Chi taught her.

She could see some of the camera crew on another rooftop, recording the fight no doubt for their little show. Which was highly disturbing now that she thought about it.

"Those two weeks have been nothing more than observing you before our battle." Kraven said pulling out two Kukri blades.

Spider-Man tensed, her spider sense giving her a warning as she figured it out. ' _So this is what it's been warning me about lately, this guy has been following me… Yet he hasn't followed me enough to find out my identity._ '

So she could detect people following her, that was good to know.

Kraven gave a yell as he lunged at her with Spider-Man twisting and dodging his slashes, using her webs to pull the Kukri out of his hands a bit surprised by his speed as she spun around to deliver a roundhouse kick with enough force to knock a normal man out.

Best thing about Shang-Chi teaching her was that she learned how much force it takes to knock someone out, though she still had to roll with punches to avoid seriously hurting someone.

But Kraven used the momentum to roll to his feet and lunged to punch her with Spider-Man throwing up her arm to block it, using some of her training, letting herself slide back.

She thought her spider-sense was warning her about the punch being thrown. It was only after it hit she understood why it was warning her.

Her arm went slack, numb with little to no feeling as she had to jump back. "W-What did you-?" Spider-Man couldn't finish her sentence in her shock.

"A simple nerve punch, a punch I once used to knock out a fully grown charging rhinoceros." Kraven said with Spider-Man unsure of how this was possible.

There was no way this guy was normal and he already grabbed his blades back and swung at Spider-Man who had to hold onto her arm to avoid losing it as she jumped around, yet he was able to tag her shoulder, creating a cut along with barely missing her stomach.

As she landed on her feet however Spider-Man felt immense pain as if her insides were on fire. "What the-?"

"I see that you're feeling the poison that I've coated my blades with," Kraven said with Spider-Man's eyes widening in realization with some fear in her gut, her breathing labored. "It's as I feared, this is too easy."

But a job was a job.

In desperation, Spider-Man moved, kicking the guy hard enough to make him skid across the rooftop the poison going through her veins.

"Hm intriguing, that poison should've killed you by now." Kraven mused seeing that whatever enhancements that his prey had in abilities seemed to be resisting the poison. "But there's no doubt that you are weakened."

With that he moved and tackled her off the rooftop, the two of them falling to the streets below as he had Spider-Man gripped in a bear hug, landing on a parked, empty car, causing for the roof of it to dent with the windows and windshield cracking.

This act caused a scream as the nearby sidewalks were full of people who stared at the spectacle with Kraven increasing the pressure he had showing him to be a lot stronger than Spider-Man was expecting.

' _Definitely something in those rumored herbs he takes._ ' Spider-Man thought feeling her bones crack a little before she kicked forward once more hitting his gut with enough force to make the guy let her go.

Ignoring the pain she felt with the poison going through her, Spider-Man moved and shot a web line to blind the guy before delivering an uppercut to send the guy into the air, barely holding back to avoid punching his jaw off.

' _Interesting he's far more stronger than I expected,_ ' Kraven thought doing a back flip to roll with the punch, idly rubbing his jaw after landing while tearing the webbing from his eyes with some slight difficulty. ' _Even with one arm down, he's putting up quite a fight._ '

"You are truly a worthy prey Spider-Man." Kraven said seeing the labored breathing. "And whatever resistance you have is failing you, how long before you succumb to the darkness that's threatening to take over?"

' _Crazy lion guy has a point, it's hard to breathe… To think._ ' Spider-Man thought her vision swimming but she forced herself to stay awake. ' _No doubt if I didn't have these powers I would be dead already._ '

Maybe the spider venom was enough for a poison resistance, but it was losing now.

"Prey? Dude you do know there's a law against hunting people right?" Spider-Man quipped jumping over the man.

She can't afford to underestimate him anymore. Thinking he was just a crazy TV guy got her arm numb.

" _ **What are you doing? This is too public for the plan,**_ " A voice hissed through the earpiece that Kraven was wearing, but the man kept silent too into the fight to care. " _ **Lead him into the planned location!**_ "

Kraven threw some shurikens that Spider-Man dodged by jumping into the air, using her one arm to snag them with her webbing to avoid them hitting anyone else. "Again no throwing sharp objects, I'll have to take your toys away from you." She joked right as Kraven moved to tackle her again but this time she was ready.

Using her good arm after letting go of the webbing, she delivered a left hook, intercepting the tackle before doing a flip to attempt to kick him back to the ground. Kraven however was prepared and grabbed her foot to block the kick, rearing back to do another nerve punch to cripple her, but Spider-Man used her other foot to continue her attack slamming him into the ground.

' _Okay I have to finish this fast._ ' Spider-Man mentally panicked as her breathing was getting worse.

" _ **Kraven** **!**_ " The voice persisted again but Kraven just ripped the ear piece out, a feral smirk on his face.

While he did that, Spider-Man webbed her numb arm to her chest to keep it there as she raised a fist, ready to fight the two rushing at each other.

Kraven let out a laugh. "Now this is a fight I've been searching for!" He said no longer reaching for any of his weapons, just using his hands.

"Great so you're a masochist that's good to know, sorry but I'm taken." Spider-Man joked taking extra care to avoid getting hit as she didn't want any more numbed limbs.

Ducking one last swipe, Spider-Man let out another punch with enough force to send Kraven into the ground, the momentum having him roll.

The man tried to get up, but he kept falling over showing that punch really did a number on him. So Spider-Man quickly webbed him to the ground with enough to keep him there for quite awhile.

Now that the fight was over the adrenaline was beginning to leave her body and she had to move before she passed out.

So with difficulty, Spider-Man quickly jumped to get back to the rooftops and headed towards Chinatown jumping from roof to roof, her breathing getting worse by the minute.

Had to get there quickly-.

Spider-Man misjudged the distance to leap after a few buildings and nearly missed the next building, barely able to stick to it, her head was now spinning before she slipped and began to fall.

She barely registered falling when something grabbed her, the last thing she saw before passing out was a red suit.

…

Spider-Man's eyes widened as she coughed, her body lurching into a sitting position, hearing something break near her.

Slowly she turned to see the Night Nurse looked at her in shock no doubt surprised she was awake with a knocked over tray. "H-How?" Spider-Man asked her throat dry while the Night Nurse quickly regained her wits.

"Our mutual horned friend brought you in." The woman answered with Spider-Man tilting her head in confusion.

' _Matt brought me here?_ ' Spider-Man thought moving to stand up but the Night Nurse placed a hand on her shoulder.

"You need to rest, the poison almost reached your heart when Daredevil brought you in," Night Nurse said sternly. "Don't worry about the pay, Daredevil took care of it."

"What time is it?" Spider-Man asked.

"It's nine at night."

Nine-she's been out for two hours.

"I need to get home." Spider-Man went to move but the Night Nurse wouldn't budge.

"The fact that you're alive, let alone awake is astounding, you need to rest." She said right before the door opened to show Matt Murdock.

"I thought I heard some arguing." Matt said with a smirk. "Nice to see you're awake kid."

"Hey Double D." Spider-Man greeted the Lawyer with a wave. "A little help?"

Matt just quirked a brow. "If I didn't know for a fact that you not getting home would put your identity at jeopardy I would've let the Nurse sedate you." He said looking at the woman who frowned before throwing her hands into the air.

"All of you vigilantes are too reckless for your own good, fine you make sure he gets home," She relented before giving Spider-Man a glare. "Not that you'll listen but I would suggest resting for at least a week, your immune system is severely weakened because of the poison."

"What type of poison was it anyways?" Spider-Man asked curiously leaving for the Night Nurse to grab her clipboard.

"I identified it as an African Plant known as Strophanthus Kombe, it's a poison used by ancient tribes to hunt animals and can kill any animal affected by it in minutes, I daresay your abilities had a hand in your survival otherwise you would be dead," She said with Spider-Man wincing. "So again don't do anything stressful for at least a week."

Though she said that to Spider-Man, she looked at Matt who gave a nod. "Don't worry I'll make sure he stays home." He said with Spider-Man blinking, surprised that the Night Nurse didn't know her real gender at that point.

"Oh and your arm should be back to normal by morning once the numbing wears off." Night Nurse called out as they left.

…

"So how did you know where I was?" Penny couldn't help but ask as the two of them were walking through the streets on their way to Queens.

She changed after leaving the Night Nurse's office considering she didn't feel like web swinging for once.

"I didn't, I was heading there to ask a favor," Matt said showing that it was a complete coincidence that he ended up finding her. "When I heard your erratic heartbeat in the area I knew something was wrong."

"... Thanks." Penny said the thought of how close she came to dying went through her head.

It wasn't from someone as powerful as Electro to a guy who couldn't get hit like Morris… But from a man like Sergei Kravinoff.

Matt tilted his head as he could sense her dropped mood, usually she would still be talking up a storm. ' _Perhaps this is a bit of a wakeup call to her._ ' He thought, though he wished that it didn't happen.

"It's not too late to just put the suit up," Matt suggested as she was still pretty green in this line of work. "Enjoy your time as a teenager. New York survived without Spider-Man for years, you don't have to be out there."

"The same could be said about Daredevil, yet I don't see you putting that away." Penny returned without thinking, stopping Matt who gave a snort.

"Touche." He said seeing her point.

If their roles were reversed he probably wouldn't stop either… Can a person who goes into their line of work really stop? Or would they keep throwing themselves into the danger until the day some punk gets lucky or their body gives out?

"I won't go out for this next week, I could use the break." Penny said looking at Matt. "Unless something major happens that is."

"Probably the best thing people like us can hope for," Matt agreed as he could remember all the times he went out despite being injured or sick. "So how's your training coming along?"

"Pretty good, though I think I'm annoying Shang with all of my Karate Kid references." Penny said sounding like her usual self while Matt nearly laughed at that mental image.

"You don't say?" He asked with a smile before stopping himself.

He hasn't smiled like that since before Connor's death, since then the only times he smiled was when he was being Matt instead of Daredevil around Foggy and Karen, even then it was forced.

Was it the sense of humor she had or the fact that she was still a kid in a sense that it had this affect on him?

Penny didn't seem to notice Matt going quiet as they continued to walk.

* * *

A man with blonde hair watched as Sergei Kravinoff was being escorted into an armored car, along with the camera crew of the Survival Show being arrested in their part of this mess, frowning at seeing Kraven being taken away, no doubt to be deported back to Russia after this mess.

Yet he did nothing because the man made his own bed, now he has to lie in it.

Sure he'll break him out after a bit but he'll continue their job his way.

It should be long enough for the herbs that Sergei used to wear off, the same herbs that gave Kraven his unique abilities had a side effect of turning him feral, something he usually had a great amount of control over. Though the fight with their target seemed to have made him lose that control.

Moving to get into a car with tinted windows, the figure grabbed his face and removed the mask to show a blank white face as he made a call. "Kravinoff failed, I'll continue the mission." He said in a professional tone.

"Very well Chameleon," The unmistakable voice of the Kingpin answered. "While I am disappointed in Kraven's failure I have no doubt that you will be able to fix this."

"It will be done." Dmitri Smerdyakov promised, already having a plan in motion.

* * *

In Riker's Island, Abner Jenkins was throwing a rubber ball that bounced off the wall, catching it with ease as he stared daggers at a picture of Spider-Man.

He can't believe he let himself be caught by such an idiot like this. All because he underestimated him.

But once he got out of there it won't happen again.

Looking across from his cell, he could see that the man calling himself 'Electro' was sitting in the middle, no longer trying to escape.

"What are you looking at?!" Electro snarled at him while Abner said nothing and continued to throw the rubber ball. "Stop that, that's annoying."

Abner just looked at him and continued doing it, this time because he found annoying him childish but fun-.

Abner however stopped at hearing a ticking sound coming from the wall-eyes widening he dove out of the way right as an explosion tore through the wall causing for the alarms to go off as Electro looked on in interest to see what looked like an albino man wearing a black shirt and torn jeans entered the now demolished wall carrying a briefcase.

"Took you long enough Tombstone," Abner said coughing. "If I was in the normal section of this jail the Kingpin would've had me killed."

"Shut up and get changed, Silvermane has need for your services." Tombstone said tossing him the briefcase. "We don't have long."

Opening the briefcase, Abner smirked as it was an upgrade of his Beetle armor that he began to put on.

"Hey!" Electro called out making Tombstone look towards him. "Get me out of here too!"

"You're not my priority." Tombstone said coldly turning away right as the Beetle was all suited up with Electro yelling curses at him.

"What's the mission?" Beetle asked rolling his shoulders right as the guards showed up, aiming their weapons at the two.

"On the ground now!" One of them said though they were wary at seeing Beetle in full armor given what they took from his destroyed one.

"I'll tell you after this," Tombstone said right as the Beetle blasted the guards not caring if he killed them or not. "Once your job is done you're free to go after any personal vendettas."

Beetle just smirked under his helmet before spinning around to blast the picture of Spider-Man. "Perfect."

 _ **To Be Continued…**_

 _ **Yet another chapter so soon? I couldn't stop thinking about this story so I went to work on it… I did this whole chapter just today holy crap I'm exhausted… I'm definitely not doing that again-or at least I hope not.**_

 _ **Anyways even more stuff happened with Kraven making his attempt, you would think that Spidey would have an easier time with him after people like Electro and Hydro-Man but it was that line of thinking that caused for her to underestimate Kraven-though he also underestimated her a bit too.**_

 _ **Like in the 616 comics Kraven does have some of his own powers because of the herbs but in this story they're only temporary and have a side effect of making him act more like an animal which was why he abandoned the original plan because of the thrill of the fight.**_

 _ **Then we have the fact that Gwen got the internship with Connors both as a tribute to the Amazing Spider-Man movie and to show a bit of a decline with Penny because of her after school activities taking a toll on her with being late, or her grades suffering even if it's only a small amount. Along with the fact that we had a few more characters make their first appearance in this story, if you knew the Spider-Man mythos you would recognize them them immediately.**_

 _ **Now we have both the Beetle being back on the loose with an axe to grind, the introduction of Tombstone and now the Chameleon who is out to finish the job that Kraven failed.**_

 _ **Will Spidey be able to rise up to them or will her luck finally run out?**_

 _ **Rmarcano321: Yeah, Hydro-Man was a cool villain sadly not used too much and I can't wait to type her meeting the rest of the four though that won't be for a bit until they actually accept being heroes. I'm still working on what I want with Black Cat. I actually haven't thought about Sin Eater, it's been a long time since I read the comics about him but that would be interesting to add later on in the story. Spider-Man: The New Animated Series is a sadly underrated show that deserved more episodes, of course I'll try to put some of the villains in this. I'll probably add some elements of the Ultimate Spider-Man cartoon because though people called it a bad show I myself enjoyed it a bit, though I can see why some people don't like it.**_

 _ **Foxchick1: Thank you.**_

 _ **Yusuke Kurosaki: Thank you and yes the friendship between Spidey and Torch is one of the best things about the comics and games. Oh his reaction to Spidey being a girl will be glorious to type.**_

 _ **Gako959: Thank you for that, it's great to finally have a story be that long… It took me way too long to get the hidden meaning behind that review, I'm still deciding who the first line up will be once I introduce a good number of villains.**_

 _ **WinterRainbow: Thank you and it's great to see the first couple I've typed is pretty good so far. Yes they will have a friendship like they did in the comics.**_

 _ **DannyPhantom619: Haha thanks and yes JJ is still slandering her name but he's also looking into it a bit more himself in his own way so there's that. I'll think about the idea of Penny getting a publicist in this story but not for a bit.**_

 _ **AlextheSouthParkGhostRider: Haha thank you and while I do have plans for the Goblin I am still in the process of deciding who I want to be the first Goblin in this story, just to keep people guessing or if I'll just go with Canon because I'm not too sure about how I want to go about it-which is why he'll be coming around year 2. Haha yeah Johnny Blaze is one of the best out of all of them… He's also the only one I know besides the one in Agents of Shield because I could never get the Ghost Rider comics as a kid like I could with Spidey.**_


	17. Identity Crisis

_**Disclaimer: I don't own Spider-Man or Marvel so no suing please.**_

 _ **Summary:**_ _ **Penelope 'Penny' Parker was just your average girl who went to High School, but a spider-bite changed all of that. Now gifted with amazing powers and suffering a personal loss Penny chose to fight crime as the Amazing Spider-Man-despite being a girl. But with bad guys coming out of the woodwork will she thrive or die?**_

 _ **Chapter 17: Identity Crisis**_

Kraven frowned as he was on a private plane towards Russia with a built in cell after being captured by Spider-Man with a security detail, his reality show officially cancelled along with the true nature of his crimes revealed because of how they rounded up the camera crew.

He would make them pay for talking but that would take a back burner as he wondered how to continue his hunt.

All that fight did was make his pulse pound with excitement, never before had he had a hunt like that and he knew that Spider-Man was no doubt still alive proving him to be a worthy prey.

Kraven however paused as he heard gunshots from outside of his cell on the plane and grew curious.

Did Dmitri finally make his move?

Straining his hearing as more gunshots echoed, Kraven felt his curiosity grow as they died down after a bit and he could hear footsteps heading towards his cell.

Footsteps that were too light to be Dmitri.

The door opened showing a dark skinned woman with raven black hair, wearing a silver, sleeveless top and purple pants who smirked at him. "Sergei, I must say it's a surprise to see you being the one trapped."

"Calypso?" Kraven whispered in surprise, intrigue on his face.

The last he's seen of the Voodoo Priestess that has been the source of him learning the concoctions has been five years ago in the heart of Africa after they shared a rather passionate night.

"To what do I owe the pleasure of your arrival?" Kraven asked getting up to approach the bars of his cell, knowing that the woman wouldn't do anything due to their past together.

Calypso walked towards the wall opposite of Kraven with a sway in her hips. "Why to get you out, it's such a shame for a hunter such as yourself to be defeated like this."

Kraven gained a suspicious look as Calypso never did anything without a reason but he gave a nod. Whatever that reason was as long as it didn't interfere with his hunt he was fine with it.

"Spider-Man better rest easy because this hunt is far from over." Kraven said just imagining his next encounter with the wall crawler.

* * *

Penny cursed as she was in her basement lab, holding her arm as it shook a bit before she got it under control.

It's been four days since that incident with Kraven and she was still having a case of the shakes with her arm after getting the feeling back in it. It was hard to hide it in school let alone from Harry given their relationship at this moment.

Today however was the best she's been since nearly dying so she was attempting to work on her gear a bit more, especially since she's been taking the Night Nurse's advice in recovering, though she was pretty sure that eventually it would be noticed that she's not out there as Spider-Man.

Plus it was weird not to be swinging across the tall buildings, Penny didn't know how she lived her life without that.

Shaking her head, Penny looked at the suit that she had out with some new stuff added to it, she managed to get her hands on some thermal fabric making a backup suit for when winter kicks in, but her main suit right now had some insulation as she wanted to prepare in case Max Dillon ever broke out of prison considering how it was big news that the Beetle was currently on the loose.

If he could get out then it was clear that the others would be able to and she wanted to be prepared. Though she hasn't been able to come up with anything for Morris outside of electrocuting him or perhaps freezing him? Especially since he was the only one she truly had help fighting.

She'll need to spend some time trying to come up with something just in case.

She was also trying to work on the webbing she had underneath the arms, trying to see if it would help her with moving in the air-gliding like how it would with Batman's cape but she wasn't sure if it would work or not.

If it doesn't she'll have to see about removing it… Still looks cool though.

Then there were her web shooters as she was running low on web fluid and was still trying to work on the PSI to keep from running out during web swinging or in the middle of a fight.

Moving to grab he web shooters Penny felt her arm shake again and grimaced.

Man when will it stop?!

… Stop.

Penny looked back at the suit and grabbed the half-finished insulation mask to look at it in wonder.

' _How long will I be Spider-Man?_ ' Penny thought to herself as ever since she began crime fighting she never really thought about it.

She knew that someday she would have to stop, if she makes it that long-okay now that was a depressing thought right there.

' _New York survived without Spider-Man for years, you don't have to be out there._ '

Matt's words echoed in Penny's head as she mulled them over.

She was actually considering what he said but what if her mistake happened again and this time it was May who got killed?

Penny didn't know if she would be able to live with herself if something happened to May but if something happened to her instead than May would suffer from it.

' _At least I got lucky in meeting other people like me._ ' Penny thought thinking back to the team ups with Daredevil, Iron Man and Torch. ' _It would be weird doing this sort of stuff by myself._ '

Hell she would've been dead by now if she never met any of the others. Heh her life is literally a comic book at this point wasn't it?

Penny was surprised when her Spider-Sense went off before she heard the door open. "Hey Penny you down here?" Harry called down with Penny now in full panic mode.

Her Spider-Man gear was right out in the open and she was rushing to grab it, covering the insulated suit and web shooters as she could hear Harry's footsteps coming down the stairs before he rounded the corner with her holding the original spandex suit and he froze looking very surprised.

Oh great how was she getting out of this? Penny had no idea how to explain this.

"So you're Spider-Man for Halloween?" Harry asked looking slightly amused. "Or would it be Spider-Girl in your case?"

… What?

Realization dawned on Penny as she remembered it was October and she recently had a conversation with Harry about the Halloween Party that would be at school so she quickly latched onto that. "R-Right, what do you think?" She asked trying to play it off.

"Looks pretty good, it looks like the genuine article." Harry said given how Penny had an eye for detail when it came to sewing.

Penny had to resist sighing in relief at how incredibly lucky she was when she placed the suit down. If it was any other month than October her secret identity would've been blown faster than Fisk at an all you can eat buffet.

"Thanks I've been working on it for awhile," Penny said looking at Harry in confusion. "Wait I thought football practice was today?"

"It let out early to let us prepare for the game tomorrow." Harry said with a shrug, trying to look nonchalant but there was a flash of worry in his eyes.

"Are you nervous?" Penny asked curiously with a tilt of her head.

It would be a surprise if he was given how whenever Harry talked about the team he said that everything was going good.

"Well this will be my first game and I still haven't told Dad that I joined the football team," Harry confessed surprising Penny. "How can I not be?"

"You haven't told your Dad?"

Harry nodded as he placed a hand over his head to ruffle his hair a bit before sitting in a nearby chair. "It's just-... Dad gets at me for my grades and while I'll admit he's been better since the kidnapping I'm worried he'll see the whole Football thing as a waste of time."

Truth be told, Penny could see why Harry would think that considering what she knew of Norman Osborn from the small interactions but she saw two different sides to the man.

So she walked over and placed a hand on his shoulder. "Harry he's your father I think you'll do him proud no matter what you do." She said, smiling at him.

Harry gave her a look showing how much he doubted that last part but he smiled. "R-Right, thanks Penny."

"It's no problem," Penny said giving his shoulder a gentle squeeze. "So what brought you here because I'm pretty sure that wasn't it."

And she can't work on her gear with Harry watching otherwise he would know for certain that this was no Halloween Costume.

"Wanted to surprise you." Harry answered with a grin as Penny gave a bit of a snort.

Well he succeeded there… Maybe she should try and get a secret hideout away from home to work on her gear, less chance of an incident like this if she does. But actually getting a secret hideout would be pretty tough considering she would need a way to avoid it being found and ensure she could get to it at a moments notice if she needed to.

Harry noted her silence and crossed his arms. "Aunt May said that you've been down here since you got out of school."

"I'm always down here when I'm home." Penny pointed out though she knew that wouldn't work in her favor.

Perhaps she was over obsessing with being Spider-Man?

"Can't have that, we should get you outside every once in awhile."

Penny gave him a good-natured glare for the teasing tone he had.

They were really beginning to act like they used to around each other after two weeks of awkwardness with them now dating and it seemed that he wanted to tease her a bit.

Well two can play the teasing game.

So with a grin she walked over to Harry, her hands clasped behind her back. "Oh really?" She asked tilting her head while Harry looked a bit confused by what she was doing but he tensed when she leaned in until her mouth was next to his ear to whisper. "And how do you plan to get me out of the lab? Any… Suggestions?"

Feeling her breath near his ear, Harry was pretty sure his face was red as he backed up only to feel the support beam behind him but Penny seemed to be done with the teasing as she leaned back having a bit of a giggle fit.

"Snrk-hahahah sorry Harry I-heehee," Penny grabbed her stomach as she tried to stop laughing. "I-I couldn't resist. Hahah oh my stomach."

Harry chuckled a bit before he joined in with the laughter.

He certainly wasn't expecting to see a side of Penny like this, it was pretty cute.

* * *

That evening, it seemed to be a casual night after Harry left with Penny, May and Eddie having some of May's homemade banana bread after dinner. "Man I forgot how good this was," Eddie reached over for a second helping of it. "I missed this at college."

"Why didn't you say so?" May asked giving him a surprised look. "I would've been happy to send you some."

"I love it when it's at home," Eddie explained while the local weather news was on. "Besides it's better when its fresh."

"You have that right bro." Penny inputted her opinion. "You can never go wrong with this."

May just gave them a suspicious look. "I seem to recall you two not liking this when you were younger."

"I was a picky eater as a kid, sorry." Eddie looked pretty sheepish while Penny coughed a bit uncomfortably.

She didn't mind it but she was definitely eating more than she used to because of her metabolism.

"So how are things going at the internship?" May asked curiously. "I heard that Gwen started there."

"It's going great, Doctor Connors said that we should be ready to present our findings to the board soon." Eddie said with a smile. "Once that's done we'll be able to go to the next stage of development."

"That's amazing." Penny said looking happy.

Curt's work would definitely save hundreds of lives if it was completed.

* * *

The next morning, Penny was walking towards the bus stop, yawning as she exited the house.

Currently she was wearing her Spider-Man uniform once again beneath her clothes given how the shakes finally stopped so she was going to web swing after school-... Right the Middleton Game was tonight so she'll swing after watching it.

Maybe she could surprise Harry by showing up?

As she walked however, Penny paused her spider-sense going off and tensed.

The last time it went off when nothing looked wrong was when Kraven hunted her but she wasn't Spider-Man she was Penelope Parker right now. And there was no one on the street.

Her eyes scanning the street, Penny frowned before seeing the bus coming so she cursed and ran towards the bus stop, making a mental note to keep an eye on her surroundings.

Down the block Gargan sat in his rented car with a sigh.

This had to be the most boring job ever, this girl didn't even leave the house last few days and now she was going to school-he wasn't going to follow her there obviously but he was beginning to doubt that she knew Spider-Man.

… Still the way she looked around, it's as if she knew that she was being watched and that honestly surprised Gargan as he wasn't expecting that.

* * *

Inside of a Bank, Dmitri was keeping a keen eye on what the security detail was, disguised as the Janitor who was currently drugged and tied up, never leaving home that morning. He already knew what he wanted to steal in this building, but he needed to gain information on where everyone else would be leading to him blending in like this.

It was one of his favorite past times while on the job, impersonating people and reveling in how easy it is to trick them. Man or Woman. Young or Old. It didn't matter, he was adept at hiding in plain sight.

And that helped him get away with so many crimes, this would just be another thing to add to the list, especially with Spider-Man being the perfect fall guy due to how just about everyone in the city is wary of him because of what the Bugle has been printing these last weeks.

This next act should push the nail in the coffin and be enough to draw the wall crawler out.

He had the equipment made by Phineas ready for use, just needed to wait for the right time.

* * *

"Kill me now." Harry moaned at lunch as he sat with Penny, MJ and Gwen all three of them giving him a curious look.

"What happened?" Gwen asked putting her milk down.

"Pop Quiz in Algebra." Harry answered not even looking up. "Turns out it's going to have a major effect on the Report Card."

"There's a pop quiz? Good to know." MJ said as that was her next class while Harry groaned.

Penny lightly patted his back feeling a little bad because she only tutored him in science, not math.

"Well we could always improve on it by the time the next report card comes out." Penny suggested as the first report card of the year would be out by the end of the month.

"So you nervous about the game today?" MJ asked, changing the subject to keep Harry's mind off of the Pop Quiz and it worked from how he brightened up.

"Little bit but I can handle it." Harry said confidently, showing that while he may have confidence issues with school work, sports were another thing entirely for him.

"That's great to hear." Penny said making Harry smile. "We'll definitely be there to cheer you on."

"I'll hold you to it." Harry said happy to hear that.

As Lunch continued like it usually did, Penny who had one of her hands beneath the table, slowly reached over and placed it over Harry's making him look towards her in surprise given how they haven't really done anything in public.

Luckily Gwen and MJ were talking to each other, the latter asking about the internship that the former managed to get so they didn't see the interaction with Penny trying not to blush.

She failed when Harry locked his fingers with hers, the two holding hands beneath the table with him looking a little amused but red in the face himself.

That caught Gwen's attention however as she looked at the two curiously but the bell rang before she could question it.

* * *

Jameson sat in his office with Gargan who just arrived. "You're saying that you've seen nothing from her these last few days?" He asked making sure as the PI who came to give his report to Jameson gave a nod.

"I'm positive, she didn't leave home at all," Gargan explained to Jameson leaving out the weirdness of that morning as he didn't really have any proof that she knew someone was watching her. "Are you certain that she knows Spider-Man? I mean it seems very unlikely given what I saw so far."

Jameson kept quiet about that as he leaned back, cupping his chin in thought.

"Something just doesn't add up." Jameson finally said looking at Gargan. "I don't know what but it's bugging the hell out of me."

"I get that," Gargan said given how he was like that with a few of his cases. "But I can't keep watching her before someone sees and think that I'm a creepy stalker."

That happened before and he didn't need to have that happen a second time.

"I thought you straightened that scandal out?" Jameson sounded surprised eliciting a sarcastic chuckle from Gargan.

"I did, didn't stop the restraining order from happening."

Thinking on that, Jameson had to agree and gave a nod. "Alright you can stop following Parker, I'll call if I need your services again." He said as he didn't want to risk Gargan being spotted, especially if the web head hears about it in case the two do know each other.

* * *

Penny fidgeted as she sat in chemistry class, bored out of her mind.

It's not that the class wasn't interesting… It was just that she knew the topic fairly well-how could she not considering her after school activities?

Along with how quickly she was learning it was adding a bit more to her hypothesis that the spider bite enhanced her memory in taking in information-.

She perked up at seeing the Mr. Warren gave a demonstration of super cooling with turning plain water into ice and listed off quite a few ingredients for the different ways to achieve them.

Now that would be useful if Bench shows his liquid face again.

With that thought, Penny began to write down what she saw and tried to think of a way to weaponize it because now that she thought about it, having a 'Supercooling' gadget would come in handy for a lot more than with Hydro Man.

Perhaps she could make a web cartridge for the stuff?

Now that she was thinking more on gadgets, Penny began to write down different ideas that were popping in her head.

Like a revolver on the web shooters to automatically shift over when it runs out?

Then the idea of a gadget that acts like a fire extinguisher came to mind, in case someone else gets the Human Torch's powers she wanted to be prepared-is it paranoia if a threat like that doesn't exist or just something to keep on hand in case she needed? A Thermal Foam of some sort?

Spider-Rangs? … Okay that just sounds stupid why would she need to throw stuff when she can just use her webbing for that.

She also slightly fantasized about a Spidermobile but quickly scratched that idea off the mental list because she didn't have a license and honestly she doesn't really need a car in her superheroing.

Besides she had no idea where to keep one which made her think of where to set up shop for her hideout.

… Still having a car like that would be pretty sweet.

If she was going to even make these types of gadgets though she still needed to rework the belt so she could hold them as right now it was still tacky.

Penny was so caught up in her thoughts that she didn't realize her name was called before her spider-sense went off and she looked up to see Mr. Warren giving her an annoyed look that showed that he would take away whatever she was working on unless she put it away.

Chuckling a bit sheepishly as the class laughed, Penny slowly put her gadget idea list away to avoid it being seen.

As much as it helped pass the time, she should've waited until she was home-alone, before she tried to write them down.

* * *

That afternoon, Dmitri was in an unmarked van hidden in an alley pulling on the Spider-Man outfit that was specially made for him, double-checking the gadgets to ensure that the webs and wall crawling would work, a built in grapple was also added to give the effect of swinging away.

' _Showtime._ ' He thought nodding to the driver that the Kingpin gave him as he easily jumped out and used the grapple to zip up a building before using it to drop down in front of the bank hearing the hushed whispers of people staring at him.

So he kicked the door open, the hydraulics in the legs giving him the needed strength to make it seem like enhanced strength. "Hello there I'm here to make a withdrawal," He said in the same joking tone that Spider-Man was known for having studied him alongside Kraven. "Now let's not make a big deal here-."

He stopped at seeing a security guard drawing his firearm but he used the wrist devices he had to shoot a small ball of compressed webbing that exploded on contact to stick the guy to the wall. ' _It isn't as strong as the real Spider-Man's webbing but no one will know the difference._ '

Doing the same to the other guards, having to physically throw one into the wall in the process, Spider-Man made it to the teller and threw a bag. "Fill her up please."

He could vaguely hear the alarm going off showing that someone managed to get to the button but he didn't care because that was exactly what he wanted, after all he wasn't planning on leaving the bank.

* * *

Penny hummed to herself now walking towards where the football game would be, just thinking on how it would be. Sure she doesn't really enjoy sports all that much-never had a reason to-but she wanted to be there to support Harry.

Besides she promised she would be there-.

Her phone began to buzz with Penny sighing as she checked it to see it was a twitter update.

She managed to set up her twitter account to follow anything that mentioned something happening with 'Spider-Man' or if that name was mentioned in major news. Just something to keep up with while she was taking a brea-.

Spider-Man was robbing a bank?!

She stared at seeing an amateur video of it happening before this fake Spider-Man actually webbed the screen up with the person giving a scream.

No, no, no this was bad.

The city was already on alert with her, now this will make things even worse.

With a determined look, Penny went to head out but paused and looked back towards the doors leading to where the football field was and hesitated.

The game… She promised Harry she would be there.

She truly wanted to watch it but the bank… Not only would this further ruin her reputation but people could get hurt and she had the chance to stop it.

"I'm sorry Harry." Penny whispered making up her mind. "But people need Spider-Man right now."

* * *

"Give me a sitrep." Captain George Stacy demanded as he drove through traffic with his sirens going off. "Is Spider-Man still in the bank?"

" _ **Yes he hasn't made his way outside as of yet, we have snipers watching the roof and every exit.**_ " DeWolff answered him through the radio.

"And the hostages?" Stacy swerved around a car.

" _ **No demands but they aren't being hurt either, I don't like this,**_ " DeWolff's voice took on an annoyed tinge. " _ **It's like he's waiting for something.**_ "

Stacy gave a nod of agreement as this definitely didn't sound anything like Spider-Man. Yes they were going to arrest him but the fact that he's suddenly robbing a bank? Taking hostages?

Something wasn't right.

Stacy went to say something else when he saw a certain figure swing past his car. "Are you sure Spider-Man is still in there?!"

" _ **Camera footage is showing it why?**_ "

"Because he just swung past me heading towards the bank."

" _ **Interesting so you think it's a copycat in the bank?**_ " DeWolff asked showing that some stuff was beginning to make sense.

Spider-Man cursed as she swung as fast as she could towards the bank.

That footage was happening live so it meant whoever was framing her was still there, if she could get there and catch the guy she would be able to prevent her reputation from being destroyed even further than it already was.

' _Come on, move it._ ' Spider-Man thought not stopping for anything as she swung past an electronics store that were showing the same story-some people actually noting that she swung past them despite what it was showing.

She barely made it in sight of the bank when her spider-sense went off and Spider-Man found herself dodging bullets shot from snipers making her curse. ' _Right I probably should've thought about this._ '

Of course the police would shoot at her at the bank, but she needed to get inside.

Spider-Sense screaming, Spider-Man let go of the webbing and kicked her way through a window only to see the hostages that were scared out of their mind while the fake Spider-Man was nowhere to be found.

"Oh God he's back." One of them screamed with Spider-Man cursing, wondering how this guy got away.

With the Police watching the whole building there was no way for him to get away.

He had to still be here.

"Hey I literally just got here." Spider-Man tried to say but the other windows broke as gas canisters were thrown in with her Spider-Sense going haywire.

"Move, move, move!" A SWAT member ordered with them kicking the door open, the hostages flooding out as red dots began to enclose on Spider-Man who tensed. "If he moves open fire."

' _Stupid, of course it was a trap._ ' Spider-Man cursed her impatience as she sprung it without even thinking.

She was just so mad that someone robbed a bank dressed as her that she didn't think of anything else but to get there as soon as possible.

Her Spider-Sense however went off right when someone shot through the smoke with her quickly dodging it and that made the SWAT team open fire with her quickly moving to try and dodge the bullets, her reflexes working overtime.

She never dodged this many automatic gunfire before, it was usually only one guy or pistols.

As that happened a small red object rolled towards the SWAT team and it exploded with webs covering them. "He has some sort of Web Bomb!"

' _Web Bomb?_ ' Spider-Man thought in surprise, quickly zipping to the ceiling to hide behind a pillar. ' _That's actually a good idea… But still if that happened that means that the fake is somewhere around here._ '

But it was no one here but her and the… SWAT Team.

What if the person who framed her can also pretend to be a Police Officer?

It wasn't the strangest thing she could think of, it could be a shapeshifter… Do those exist? She's pretty sure that would be an actual super power compared to others she saw.

Or maybe whoever it was could be nearby out of sight?

Moving among the ceiling as the smoke finally cleared, Spider-Man had to keep on her toes with the red dots were swarming all around, the SWAT keeping an eye out for her.

Eyes scanning the room, Spider-Man saw someone actually running on the second floor, going into a room where the stairs were.

What caught her attention however was the red booties instead of shoes they had on showing a costume underneath.

"There you are!" Spider-Man shot a web and swung towards it, her actions causing for the SWAT to open fire again.

Twisting her body as she flipped around, Spider-Man landed with a roll using the momentum to tackle the door open, hearing rushed footsteps heading up.

Given how everything was she knew that the person was most likely heading for the roof and she moved with hearing the door to the stairs underneath her being kicked open.

* * *

Harry grinned as he caught a football, rushing out of the way of a tackle, subtly passing the ball to Flash but the grin fell when he scanned the crowd, not seeing Penny but he saw MJ and Gwen, the two of them were occasionally looking around with a frown of their own, most likely wondering where she was at.

' _Penny where are you?_ ' Harry thought before he heard a shout and barely caught the football with Flash tossing it back to him but his distraction caused for him to be tackled.

As that was going on, Gwen winced. "His head isn't in the game." She said given how Harry was during practice.

"You think it's because Penny isn't here?" MJ asked given how Harry looked their way a few times.

"It has to be… Did you happen to notice anything different between them the last few days?" Gwen asked, that question surprising MJ.

"I'm still new here so I wouldn't know." MJ answered honestly.

Although, they have been hanging out a bit more lately, but she thought that was a little normal for them.

Gwen gave her that thinking on how she swore they were blushing earlier as she went to make a call only to hear it go straight to voicemail. "Penny come on, answer."

* * *

Spider-Man winced as her phone rang with her quickly turning it off. "Sorry Gwen," She muttered seeing the caller ID. "But I need to focus."

Kicking the door open on the roof, Spider-Man was caught off guard by seeing Captain Stacy pointing a gun at her. "Hold it right there Spider-Man," Stacy said with her tensing. "You're under arrest."

"Captain you have to listen, I-!" Spider-Man tried to say but Stacy cut her off while pulling out some handcuffs with her noticing something when he did so.

"No you listen, you've been causing enough trouble these last few months, I'm taking you in." Stacy said before Spider-Man crouched. "I said hold it-."

"You're not Captain Stacy." Spider-Man declared.

From all her time knowing the Police Captain she noticed that he was left handed while this guy was holding the pistol with his right hand.

'Stacy's' eyes widened as Spider-Man lunged at him grabbing him by the shirt with the SWAT Team making it to the roof. "Put the Captain down Spider-Man-!" They ordered only for Spider-Man's grip to rip the shirt off showing a Spider-Man uniform underneath.

"There's your robber gentlemen!" Spider-Man said jumping back, using her webs to pull the 'belt' this guy had to disarm him while webbing his feet to the floor.

With that done she swung off right as the real Captain Stacy entered the roof with DeWolff and Carter, their eyes widening at seeing the fake Stacy with the ripped shirt showing the Spider-Man uniform underneath.

The SWAT team had their sights on the fake Stacy who growled and raised his hands in surrender as he had no way out of this without being filled with bullets while the real Stacy approached him and took the mask off showing Dmitri.

"The Chameleon? I believe you have a warrant for your arrest in five different countries." Stacy said surprised at seeing one of Interpol's most wanted men.

"How?" Dmitri asked in annoyance. "How did Spider-Man know I wasn't you?!"

That question caught Stacy by surprise as he didn't expect that.

* * *

Penny winced as she made it back to the school only to see that the game just ended.

She didn't see Gwen or MJ so she waited outside of the locker room barely paying attention when the other members such as Hobbie, Kong and Randy came out and left, some of them giving her a wave.

Eventually Harry came out and froze at seeing Penny who looked down a bit guiltily.

"Hey." Penny said her tone a bit low after a few seconds of silence.

"... Hey." Harry returned after a second.

It got silent between them again. "Harry I-."

"Where were you?" Harry asked before she could continue.

"... I got a call from the Bugle and I've been taking the last few days off," Penny explained both lying and adding some truth to it. "I pretty much failed the assignment but that doesn't matter right now."

She had no time to get the camera set up with the whole thing going on considering she was more worried about this copycat of hers.

Harry looked a bit unsure, mostly because he didn't know what to say.

"Harry, I'm so sorry I promised I would be there and I wasn't," Penny walked up to him, biting her lip a bit. "I promise I'll make it up to you-."

"Penny it's fine." Harry said with a sigh, putting a smile on his face. "It's work I understand."

Sure he was disappointed but considering how Penny got that job to help her Aunt with the bills he can understand. If anything he's worried considering she said that she failed the assignment-whatever it was.

"It's not fine," Penny said relieved that he understood. "It won't happen again."

She was surprised when Harry gave a chuckle.

"What?"

"You do realize you can't keep that promise because of what your job is right?" Harry pointed out the flaw in that promise with Penny looking a little embarrassed. "But in all seriousness Penny if its work I understand."

"R-Right." Penny said feeling guilty because she lied about that considering what really happened.

It must've showed on her face considering the look that Harry was giving her before he smiled and kissed her with Penny returning it-.

A cough made the two quickly separate and turn to see MJ looking a bit apologetic while Gwen had a knowing smirk. "I knew something was going on between you two." The blonde said with both Harry and Penny looking very embarrassed.

It was times like this that Penny wished her Spider-Sense could pick up people watching or listening in when it didn't relate to her identity.

* * *

That evening after the embarrassing conversation that followed with Gwen and MJ, Penny sat in her lab once more, watching the news as it revealed the Chameleon being behind the fake Spider-Man at the bank with Penny a bit surprised to hear that it was an International Assassin who was also a former Russian Spy that impersonated her.

But right now she was looking through the belt that she took off of him-after ensuring that there was no tracker in there to lead back to her home and she had to say she was pleasantly surprised.

First off these web shooters that Chameleon had were a bit more durable and high tech compared to her's showing that whoever made it had quite the source of materials and the grappling hook on the side was ingenious.

Especially if she runs out of webbing while web swinging she could use that to catch herself-perhaps she could think of another use for it.

But she had to take it apart because the place to put the webbing was a lot different than what she had, so instead she would use the parts to upgrade her current web shooters.

The web formula was okay, but hers was better showing that she was smarter than whoever made this when it came to chemistry.

Penny however found herself very impressed with the Web Bombs that she found in the belt, if she could swap the web formula out with hers she would have a good gadget and taking one apart will show her how to put it together.

The belt was also a bit sleeker compared to hers but it wasn't really her style, so perhaps she could combine the two a bit?

She'll work something out.

Checking her phone as she worked, Penny smiled as she saw on Twitter how some people were still on Spider-Man's side apparently given what happened earlier-though it was drowned out by how many people were against her.

She wondered if she should make a twitter account for her alter-ego instead of following the events as herself but she wasn't sure how to prevent it from being hacked to find her location.

She'll come back to that later.

Still Penny knew that she had a lot of work to do if she wanted her gadgets ready along with the suit being ready for the upcoming winter, so she got back to work.

* * *

Stacy sat in his office, looking at the camera footage of the bank that showed Spider-Man evading SWAT along with the Chameleon's attempt to frame the wallcrawler.

What Chameleon said however went through his head.

' _How? How did Spider-Man know I wasn't you?!_ '

Stacy couldn't stop thinking about that but he had no idea if Spider-Man really knew or if he guessed considering he chased the guy to the roof.

Still it was possible because he knew that Spider-Man sounded familiar from that one moment he spoke with him… So if Stacy knew him then who was it?

 _ **To Be Continued…**_

 _ **Phew this one took a lot longer than I thought considering it was the Chameleon and I wanted to do him justice compared to how his character is-hopefully I succeeded and I hope you all look forward to his return.**_

 _ **Plus Penny did manage to confiscate some of the equipment to get the Web Bomb that she will remake to suit her own needs along with giving her own web shooters and belt an upgrade.**_

 _ **While Penny is smart and she may have created the Web Bombs at a later date if given the chance she is also underfunded and doesn't have many materials to work with but once she knows how it'll work she'll be able to do it easily enough even with how little materials she has.**_

 _ **Last but not least she finally had to choose between her role as Spider-Man and her friends-or her Boyfriend in this case and while it didn't put too much strain as it was the first time that happened, it definitely won't be the last though she will try to ensure it doesn't happen again.**_

 _ **Also I've been trying to take it slow with Harry and Penny's relationship, especially given how I didn't have them interact in the last chapter so am I going too fast? Too slow? I'm still trying to work on how to type a relationship so tell me what you think.**_

 _ **Alright let's get the reviews out and I'll try to get the next chapter out much, much sooner.**_

 _ **Gako959: Hah thanks, I was surprised I got that one out when I did as well. As for the other Spiders I make no promise for Anya or Cindy-or even a male Silk-but I do promise that Miles will eventually make an appearance perhaps in the third year because it would be cool to write a partnership between the two.**_

 _ **DannyPhantom619: Yeah she really does-I haven't read that story in years so I'll take a look, thanks for the reminder on the story.**_

 _ **Rmarcano321: Well it's actually Silver Sable's father who is making his move, Sable hasn't come in yet. No plans for the Sinister Six as of yet, I've been wanting to introduce the possible members slowly before attempting them. I draw inspiration from all sources when it comes to this story. I've been working on the latest chapter of Into the Omniverse with there already being 26 pages and Xenoverse Justice so far has 3 pages-sadly enough-I'm just writing whatever I feel like writing at the moment so I can't really promise what will be updated next, sorry about that.**_

 _ **WinterRainbow: Thank you.**_

 _ **AlextheSouthParkGhostRider: Haha thanks and I hope you enjoyed how Kraven was along with how the Chameleon acted even if there was little to no interaction between him and Penny. Punisher will appear at some point but not until a bit later. At first Black Cat will flirt with Spidey unaware that he is a she in this but eventually she will figure it out and while she'll still tease her that will just be the extent of it. No promises on Carnage, but maybe Kletus will appear given how he was even before the symbiote. Deadpool will eventually make an appearance but not for awhile.**_

 _ **Lillian Smith: I can understand that, I've been pretty busy the last few months myself and thanks it's great to hear that this story is so well liked considering how shaky it was when I started. The humor is always the best part to type even if I try to do it differently to make her different from Peter and yes Penny and Harry are official because what started out as tease shipping turned into that, though whether it'll remain will be the question. I'll try to have Johnny appear again soon, but he'll also be doing his own thing like how Daredevil has been in this story. Oh man the reactions of countless people when they realize that Penny is Spider-Man or that Spidey is a girl, I can see the confused reactions to that piece of info-she had a bit of a close call with Harry too though given the month she was lucky to get out of it. Not so sure about the SHIELD thing but they will help each other out at some point. Yeah she's getting bashed but I will show some people supporting her despite that.**_

 _ **Hiccstrid4ever4: Thanks I'm happy to hear that.**_

 _ **Guest5: I've never seen Doctor Who so I didn't know that.**_

 _ **DuckedHard: Thank you.**_

 _ **Dav009: Thanks, I'm happy you're enjoying it and I'll do my best to keep this up.**_

 _ **Solar4Souls: Why thank you though I wouldn't really call this a book as of yet.**_

 _ **Mitsuki Shigamatsu: Thanks it's great that the references and cameos are going well and the team up with Torch was fun to type, I'll try to type a second team up soon. Hopefully the story will continue to be riveting as I keep going.**_


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